rangement of Provisions

1. Short title and commencement
2. Sections 39 and 39A substituted
3. Section 113 amended 4. Repeal and consequential
amendments


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2014, No. 9

AN ACT to amend the International Companies Act 1988
(“Principal Act”). [7th
April 2014]

BE IT ENACTED by the Legislative Assembly of Samoa in
Parliament assembled as follows:

1. Short title and commencement-(1) This Act may be cited
as the International Companies Amendment Act 2014.
(2) This Act commences on the date it is assented to by the
Head of State.

2. Sections 39 and 39A substituted - For sections 39 and 39A
of the Principal Act substitute:

“39. Bearer shares and share warrants - A memorandum
of a grandfather bearer share company is deemed to be
amended with effect from 27 January 2014 to state that
the company is not authorised to issue bearer shares or share

2 International Companies Amendment 2014, No. 9

warrants to bearer, convert registered shares; and with effect
from that date, the company shall cease to be a bearer share
company.

39A. Transitional provision - Any bearer shares or share
warrants that have been issued by an international company to
bearer prior to 27 January 2014 shall continue for a period of
12 months from the commencement of the International
Companies Amendment Act 2014 and thereafter shall cease to
be bearer share or share warrants.”.

3. Section 113 amended - For section 113(1) of the Principal
Act substitute:

“(1) An international company must keep accounting
records to disclose:
(a) the current financial position of the company; and
(b) enable the directors to check that any accounts
prepared by the company under this Part comply
with the requirements of this Act; and
(c) allow for the preparation of financial statements;
and
(d) details of the following -
(i) all sums of money received and
expended and the matters in respect of
which the receipt and expenditure takes
place;
(ii) all sales and purchases and other
transactions; and
(iii) the assets and liabilities of the
relevant entity or arrangements.”.

4. Repeal and consequential amendments-(1) Sections 35 to
38 of the Principal Act are repealed.
(2) In section 58 of the Special Purpose International
Companies Act 2012, for subsection (1) substitute:

“(1) A company must keep accounting records to disclose:
(a) the current financial position of the company; and

2014, No. 9 International Companies Amendment 3

(b) enable the directors to check that any accounts
prepared by the company under this Part comply
with the requirements of this Act; and
(c) allow for the preparation of financial statements;
and
(d) details of the following -
(i) all sums of money received and
expended and the matters in respect of
which the receipt and expenditure takes
place;
(ii) all sales and purchases and other
transactions; and
(iii) the assets and liabilities of the
relevant entity or arrangements.”.

(3) After section 45 of the International Partnership and
Limited Partnership Act 1998, insert:

“46. Accounts to be kept-(1) An international partnership
or limited partnership must keep accounting records to
disclose:
(a) the current financial position of the partnership; and
(b) enable the partners to check that any accounts
prepared by the partnership; and
(c) allow for the preparation of financial statements;
and
(d) details of the following -
(i) all sums of money received and
expended and the matters in respect of
which the receipt and expenditure takes
place;
(ii) all sales and purchases and other
transactions; and
(iii) the assets and liabilities of the
relevant entity or arrangements.
(2) The accounts of partner shall be kept at the office of the
partner or at such other place as the partner thinks fit and shall
at all times be open to inspection by any partner.

4 International Companies Amendment 2014, No. 9

(3) The Registrar may in any particular case direct that the
accounting and other records of an international partnership or
limited partnership be open to inspection by an auditor acting
for a partner, but only upon an undertaking in writing given to
the Registrar that information acquired by the auditor during
his or her inspection shall not be disclosed by him or her except
to that partner.
(4) A person who, being a partner to an international
partnership or limited partnership, fails to take all reasonable
steps to secure compliance by the partner with the partnership
agreement commits an offence.”.

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The International Companies Amendment Act 2014
is administered by the Samoa International Finance Authority.