COMPANIES & OTHER ENTITIES
RCIP is responsible for the registration of companies and the management of the following registers:
Prior to 18th February 2013, all companies that wanted to register in the Samoa Register of Companies had to manually submit the required forms and documents for registration, to the office of the Registrar of Companies/MCIL.
On 18th February 2013, the Registry of Companies launched an Electronic Registry (‘E-Registry’) which changed the process for registering companies and the maintenance of their details. The requirements for the companies to comply with their statutory obligations in the Companies Amendment Act 2006 have not changed.
Samoa Company E-Registry
Companies and the public can now access information about companies operating in Samoa through the Online Samoa Company Registry www.companies.gov.ws. New company incorporations now take place through this website. If you are a director or agent of an existing company, you must register and request authority to maintain your company. This is especially important for filing your company’s annual return.
Please note that applications and documentation for registration of Company Charges are still required to be manually submitted to the Registry of Companies as the Company Charges are not included in the E-Registry. The Company Charges will be included in the Personal Properties Securities E-Registry which will be implemented at a future date.
Summarised below are some main information about Companies. For more detailed information, please refer to the Samoa Companies Registry website
WHAT IS A COMPANY?
A company is a separate legal entity from the owners, who are called shareholders. The significance of this separation is that in most cases, shareholders cannot be held personally liable for the debts of the company. If the company becomes insolvent, generally the only liability of the shareholder is the amount they have invested in the company to purchase their shares. This type of liability is called ‘limited liability’. This is why a company name always has ‘limited’ or ‘ltd’ at the end of its name.
As a separate legal entity, a company can do many of the same things as a person – such as own property, enter contracts, sue, and be sued. There is no separate legal ‘person’ for sole traders and partnerships.
A person is disqualified from being a director if the person is:
If a person who is disqualified from being a director still acts as a director of the company, the person is deemed a director for the purposes of any provision of the Act that imposes a duty or an obligation on a director of the company.
Non-Samoan citizen directors who work for the company in Samoa, are required by law to obtain a Work Permit, and their company must also apply for a Foreign Investment Certificate from MCIL’s Industry Development & Investment Promotion Division. For more information regarding Work Permits, please contact MCIL’s Industrial Relations, Occupational Safety & Health and Work Permits Division.
Companies with non-Samoan citizen shareholders are required under the Foreign Investment Amendment Act 2011 to hold a valid Foreign Investment Certificate (‘FIC’). The FIC will also be required by the Ministry for Revenue when the company applies for a Business Licence from the Ministry for Revenue.
For more information regarding obtaining an FIC, please contact MCIL’s Industry Development & Investment Promotion Division.
The Share Register is a mandatory record that the company must keep at its Registered Office. Especially for companies involved in various Share Transactions during its legal existence (e.g. Share Transfers, increases in the company’s Total number of Shares etc), it is expected that the company has maintained a Share Register and the staff of the Registry of Companies shall inspect the Share Register accordingly.
Pursuant to section 40(1) of the Companies Amendment Act 2006 (‘the Act’), a company’s Share Register records the shares issued by the company and must state the following:
“(a) the names, alphabetically arranged, and the last known address of each person who is, or has within the last 7 years been, a shareholder; and
(b) the number of shares of each class held by each shareholder within the last 7 years; and
(c) the date of any issue of shares to, repurchase or redemption of shares from, or transfer of shares by or to, each shareholder within the last 7 years, and in relation to the transfer, the name of the person to or from whom the shares were transferred.”
In accordance with section 40(4) of the Act, if a company fails to comply with the above requirements, the company commits an offence and is liable on conviction to a fine not exceeding 50 penalty units; and every director of the company commits an offence and is liable on conviction to a fine not exceeding 50 penalty units.
IMPORTANT INFORMATION TO NOTE:
MAINTAINING COMPANY DETAILS
Updating and maintaining your company details can now be done online through the Companies E-Registry website. In case you encounter any difficulties, our Registry staff and our free on-site computer kiosk including a scanner, are available during office hours.
In order to be able to maintain company details on the E-Registry, authority needs to be acquired. Authority can be granted to existing directors and authorised agents such as law firms, accounting firms and company secretaries. To learn more about authority and how to request it click here.
Registered companies are required to file an Annual Return via the E-Registry website in their month of incorporation. Late submission will incur penalties. For further details, please refer to the Samoa Companies Registry website