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Samoa Bearer Shares Immobilisation

The new Samoa International Companies Amendment Act 2008 (the “Amendment Act”) came into effect on 21 April 2008. This Amendment Act may be cited as the International Companies Amendment Act 2008 and shall be read with and form part of the International Companies Act 1987 (the “Principal Act”).

The Amendment Act stipulated that all bearer shares shall be physically lodged and registered with the trustee company which provides the registered office of the international company within 6 months of the Amendment Act coming into effect, hereinafter referred to as the “transitional period”.

The trustee company will hold the bearer share as custodian for the beneficial owner and shall not release the bearer share unless the bearer share is to be cancelled or converted to a registered share.

The beneficial owner shall not transfer, dispose of, or otherwise deal with his interest in the bearer share without the prior approval of the trustee company.

Where a bearer share is not lodged with the trustee company within the 6-month transitional period or such extension period granted in writing by the Samoan Registrar of Companies, all rights, powers and privileges, exercisable by the beneficial owner of that bearer share and all benefits derived from that bearer share shall be suspended and be of no legal effect, unless and until the bearer share is so lodged.

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