(“Amendment Act”)

The Amendment Act regarding abolition of bearer shares and accounting records keeping for Samoa International Companies (the “International Companies? was enacted in 7 April 2014.

The main amendments to the International Companies are as follows: –

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

2. Section 39A – Transitional provisions

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 (1) amended Accounting Records

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. Sections 35 to 38 of the Samoa International Companies Act 1998 are repealed

In short, the International Companies shall not issue any bearer shares on or after 27 January 2014 and shall recall and cancel any issued bearer shares by 6 April 2015 and shall keep accounting records pursuant to the Amendment Act.