rangement of Provisions

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

__________

2015, No. 15

AN ACT to amend the International Companies Act 1988
(“principal Act”). [27th
April 2015]

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 2015.
(2) This Act commences on the date of assent of the Head of
State.

2. Sections 39 and 39A amended - For sections 39 and 39A
of the principal Act substitute:

“39. Bearer shares and share warrants - A
memorandum of a company that had issued bearer shares
prior to the International Companies Amendment Act 2014
(“grandfather bearer share company”) is deemed to be
amended from effect from 27 January 2014 to state that
the company is not authorised to issue bearer shares or share
Formatted: Font: 10 pt, English (NewZealand)

2 International Companies Amendment 2015, No. 15

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

39A. Transitional provision-(1) Any bearer shares or
share warrants that have been issued by an international
company to a 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 a bearer share or share warrants.
(2) The rights in these bearer shares or share warrants
must be converted into registered shares within six (6)
months from the commencement of the International
Companies Amendment Act 2015. Any shares, warrants and
the rights attached thereto that are not converted within this
period are cancelled by operation of law.”.

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

“(1) An international company must keep accounting
records and such records should:
(a) correctly explain all transactions;
(b) enable the financial position of the international
company to be determined with reasonable
accuracy at any time;
(c) enable the directors to check that any accounts
prepared by the international company under
this part complies with the requirements of this
Act;
(d) allow financial statements to be prepared;
(e) include underlying documentation, such as
invoices, contracts and so forth;
(f) reflect the following details -
(i) all sums of money received and
expended and the matters in respect of
which the receipt and expenditure takes
place;

Formatted: Font: 10 pt, English (NewZealand)

2015, No. 15 International Companies Amendment 3

(ii) all sales and purchases and other
transactions; and
(iii) the assets and liabilities of the
relevant entity or arrangement.
(1A) An international company must retain all the
accounts and records referred to in subsection (1) for seven
(7) years after the end of the financial year or accounting
period to which they relate.
(1B) An international company that contravenes or fails to
comply with subsection (1) or (1A) commits an offence and is
liable upon conviction to a fine not exceeding 100 penalty
units.”.

4. Consequential amendments-(1) In section 58(1) of the
Special Purpose International Companies Act 2012, substitute:

“(1) A company must keep accounting records and such
records should:
(a) correctly explain all transactions;
(b) enable the financial position of the company to be
determined with reasonable accuracy at any
time;
(c) enable the directors to check that any accounts
prepared by the company under this part
complies with the requirements of this Act;
(d) allow financial statements to be prepared;
(e) include underlying documentation, such as
invoices, contracts and so forth;
(f) reflect the following details -
(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 company.


4 International Companies Amendment 2015, No. 15

(1A) A company must retain all the accounts and records
referred to in subsection (1) for seven (7) years after the end
of the financial year or accounting period to which they
relate.
(1B) A company that contravenes or fails to comply with
subsection (1) or (1A) commits an offence and is liable upon
conviction to a fine not exceeding 100 penalty units.”.

(2) In section 46(1) of the International Partnership and
Limited Partnership Act 1998, substitute:

“(1) An international partnership or limited partnership
must keep accounting records and such records should:
(a) correctly explain all transactions;
(b) enable the financial position of the international
partnership or limited partnership to be
determined with reasonable accuracy at any
time;
(c) enable the directors to check that any accounts
prepared by the international partnership and
limited partnership under this part complies
with the requirements of this Act;
(d) allow financial statements to be prepared;
(e) include underlying documentation, such as
invoices, contracts and so forth;
(f) reflect the following details -
(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 international partnership and
limited partnership.
(1A) An international partnership or limited partnership must
retain all the accounts and records referred to in subsection (1)
for seven (7) years after the end of the financial year or
accounting period to which they relate.

2015, No. 15 International Companies Amendment 5

(1B) A company that contravenes or fails to comply with
subsection (1) or (1A) commits an offence and is liable upon
conviction to a fine not exceeding 100 penalty units.”.

(3) After section 79 of the Trusts Act 2014, insert:

“79A. Accounts to be kept-(1) A Samoan trustee for a
foreign trust must keep accounting records and such records
should:
(a) correctly explain all transactions;
(b) enable the financial position of the foreign trust to
be determined with reasonable accuracy at any
time;
(c) allow financial statements to be prepared;
(d) include underlying documentation, such as
invoices, contracts and so forth;
(e) reflect the following details -
(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
foreign trust.
(2) A Samoan trustee for a foreign trust must retain all the
accounts and records referred to in subsection (1) for seven
(7) years after the end of the financial year or accounting
period to which they relate.
(3) A Samoan trustee for a foreign trust who contravenes
or fails to comply with subsection (1) or (2) commits an
offence and is liable upon conviction to a fine not exceeding
100 penalty units.”.
__________
The International Companies Amendment Act 2015
is administered by the Central Bank of Samoa.