Samoa Companies Order 1935 (Reprint)

  • revoked
  • Samoa Companies Order 1935 (Reprint): revoked, on 1 January 1962, by section 10(2) of the Western Samoa Act 1961 (1961 No 68).

Reprint
as at 1 January 1962

Samoa Companies Order 1935 (Reprint)

(SR 1956/126)

Galway, Governor-General

Order in Council

At the Government House at Wellington this 5th day of August 1935

Present:
His Excellency the Governor-General in Council

  • Samoa Companies Order 1935 (Reprint): revoked, on 1 January 1962, by section 10(2) of the Western Samoa Act 1961 (1961 No 68).

Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this eprint.

A general outline of these changes is set out in the notes at the end of this eprint, together with other explanatory material about this eprint.

This order is administered by the Department of Island Territories.

In pursuance and exercise of the powers conferred on him by the Samoa Act 1921, and of all other powers and authorities enabling him in that behalf to make regulations for the peace, order, and good government of Samoa, His Excellency the Governor-General of the Dominion of New Zealand, acting by and with the advice and consent of the Executive Council of the said Dominion, doth hereby order as follows:

Order

1 

  • This order may be cited as the Samoa Companies Order 1935, and shall come into operation on the first day of January, one thousand nine hundred and thirty-six.

2 

  • Save so far as otherwise expressly or by necessary implication provided by this order, the provisions of the Companies Act 1993 (hereinafter called the Act) shall be in force in Samoa.

    The Companies Act 1993 (1993 No 105), being the corresponding enactment in force at the date of this reprint, has been substituted for the repealed Companies Act 1933.

3 

  • (1) In the application of the Act to Samoa, unless inconsistent with the context, there shall be substituted for the respective terms set out in the First Column of the Schedule to this clause the corresponding terms set out in the Second Column of the said Schedule.

    First ColumnSecond Column
    Audit-OfficeThe Audit Office mentioned and described in the Western Samoa Audit Regulations 1948 (SR 1948/146)—
    Controller and Auditor-General
    Attorney-GeneralHigh Commissioner of Western Samoa.
    CourtThe High Court of Western Samoa.
    Supreme Court
    GazetteWestern Samoa Gazette.
    Minister of JusticeHigh Commissioner of Western Samoa.
    New ZealandWestern Samoa.
    Public AccountSamoan Treasury.
    Consolidated Fund
    Stamp and Cheque Duties Act 1971Stamp Duties Ordinance 1932.

    (2) In the application of the Act to Samoa the term existing companies shall include companies incorporated or deemed to be incorporated under the Samoa Companies Order 1922.

    (3) If by reason of the non-existence in Samoa of any official or matter referred to it in the Act, or for any other reason a difficulty arises in the application of the Act to Samoa, it shall be lawful for the Court on the application of any person claiming to be affected to give such direction as it thinks proper for any special modification of the Act in its application to Samoa, and every such direction shall have effect according to its tenor as if it had been a provision of this order.

    In the first column of the Schedule to subclause (1) the Stamp and Cheque Duties Act 1971 (1971 No 51), being the corresponding enactment in force at the date of this reprint, has been substituted for the repealed Stamp Duties Act 1923.

    In the second column of the Schedule to subclause (1) the reference to the Audit Office under the Western Samoa Audit Regulations 1948 has been substituted for a reference to the Auditor under the Samoa Treasury Regulations 1930, as the 1930 regulations were repealed by the 1948 regulations. (Note: the 1948 regulations have also been revoked, as from 1 July 1960, by regulation 23(1)(a) Western Samoa Audit Regulations 1960 (SR 1960/59).)

    The second column of the Schedule to subclause (1) was amended, by section 3(3) of the Samoa Amendment Act 1947, by substituting the words “High Commissioner of Western Samoa” for the words “Administrator of Western Samoa” wherever they appeared.

4 

  • No Act referred to in the Act shall be deemed to be applicable to Samoa by reason only of such reference.

Part 1
General modifications

5 

  • The Registrar of the High Court for the time being shall be Registrar of Companies in Samoa, and the office for registration of companies shall be the office of the said Registrar.

6 

  • The seal of the Registrar of Companies in Samoa shall be the badge depicted in the public seal of the Territory of Western Samoa having the words Registrar of Companies Western Samoa encircling the badge.

    Regulation 6 was amended, by section 8 of the Ordinances Amendment Ordinance 1951 (1951, No 3), by substituting the words “badge depicted in the public seal of the Territory of Western Samoa having the words ‘Registrar of Companies Western Samoa’ encircling the badge” for the words “Royal Arms, having the words ‘Western Samoa, Registrar of Companies’ encircling the Arms”.

7 

  • Articles and memoranda of association shall be charged with stamp duty as provided by the Stamp Duty Ordinance 1932.

8 

  • Except with the prior consent in writing of the High Commissioner, and subject to such conditions as may be specified in the consent, the Registrar of Companies shall not issue a certificate of incorporation unless:

    • (a) all members of the proposed company are permanently resident in Western Samoa; and

    • (b) it shall appear to the Registrar from the Memorandum of Association of the proposed company that the objects for which the proposed company is to be established have relation principally to Western Samoa or the Tokelau Islands; and

    • (c) the business of the proposed company or a material part of such business is to be carried on in Western Samoa or the Tokelau Islands.

    Regulation 8 was substituted, by section 2 Samoa Companies Order Amendment Ordinance 1955 (1955, No 15).

9 

  • Any person aggrieved by a refusal of the Registrar of Companies to issue a certificate of incorporation may apply by motion to the High Court to review such refusal, and the said Court may make such order in the premises as it shall think fit.

10 

  • Every order of the Court made under the last preceding clause hereof shall take effect according to its tenor and shall be final.

11 

  • It shall not be lawful to issue in Samoa a prospectus as defined by section two of the Act or a form of application for shares or debentures in respect of a company incorporated or intended to be incorporated in Samoa or elsewhere.

    Section 2 of the Act, being the corresponding enactment in force at the date of this reprint, has been substituted for section three of the repealed Companies Act 1933

12 

  • Every person who issues or takes part in the issue of a document in breach of the provisions of the last preceding clause hereof shall be guilty of an offence punishable by a fine of one hundred pounds.

13 

  • The provisions of the two last preceding clauses hereof shall not affect any civil liability or obligation of any person or company arising out of any prospectus issued in breach of the provisions of clause eleven hereof.

14 

  • No person shall be qualified as Auditor of a company unless he is an accountant duly licensed under the Revenue Ordinance 1929 and has been approved as an Auditor for the purposes of this order by Warrant under the hand of the High Commissioner published in the Western Samoa Gazette.

    Regulation 14 was amended, by section 3(3) Samoa Amendment Act 1947, by substituting the words “High Commissioner” for the word “Administrator”.

15 

  • The provisions of subsection four of section one hundred and sixty-five of the Act shall not be applicable in Samoa.

    Subsection (4) of section 165 of the Act, being the corresponding enactment in force at the date of this reprint, has been substituted for subsections two, three, and four of section one hundred and forty of the repealed Companies Act 1933.

16 

  • For the purpose of this order, so far as it relates to the winding up of any company by the Court or under supervision of the Court, the term Official Assignee means the Official Assignee under the Samoa Bankruptcy Order 1922.

17 

  • The provisions of sections two hundred and twenty-nine and two hundred and thirty of the Act shall not be applicable to Samoa.

    Sections two hundred and twenty-nine and two hundred and thirty of the Act, being the corresponding enactments in force, have been substituted for sections one hundred and eighty-one and one hundred and eighty-two of the repealed Companies Act 1933.

18 

  • All incorporated companies and other bodies corporate referred to in section three hundred and seventy-six of the Samoa Act 1921 shall be included in the term existing companies referred to in section two and Part 9 of the Act:

    Provided that in all matters wherein in the opinion of the High Court or any other Court in Samoa any doubt, difficulty, or injustice arises or may arise by reason of the transition from the law hitherto in force in Samoa to the law enacted by this order, the High Court or such other Court in Samoa respectively is hereby empowered and directed to exercise its jurisdiction in accordance with equity and good conscience and not otherwise:

    Provided further that the provisions of Part 10 of the Act shall not apply to any such incorporated company or other body corporate.

    Section 2 of the Act, being the corresponding enactment in force at the date of this reprint, has been substituted for section three of the repealed Companies Act 1933.

19 

  • The provisions of Part 14 of the Act relating to mining companies shall not be applicable to Samoa.

    Part 14 of the Act, being the corresponding Part in force at the date of this reprint, has been substituted for Part 15 of the repealed Companies Act 1933.

20 

  • Nothing in this order shall be deemed to be authority under the provisions of section three hundred and sixty-three of the Samoa Act 1921 for any company to carry on the business of banking in Samoa.

21 

  • All offences under the Act or this order may be prosecuted in the High Court of Western Samoa in accordance with the usual procedure, and subsection one of section four hundred and sixty-five of the Act shall not be applicable to Samoa.

    Section four hundred and sixty-five of the Act, being the corresponding enactment in force at the date of this reprint, has been substituted for section three hundred and seventy-seven of the repealed Companies Act 1933.

22 

  • The fees prescribed by Schedule 1 to the Act shall apply to Samoa save so far as may be otherwise provided by regulations made by the High Commissioner.

    Regulation 22 was amended, by section 3(3) of the Samoa Amendment Act 1947, by substituting the words “High Commissioner” for the word “Administrator”.

Part 2
Samoan shareholders

23 

  • In this part of this order, where not inconsistent with the context,—

    Company includes any partnership or body corporate now or hereafter to be incorporated in or out of Samoa for the purpose of carrying on any trade or business in Samoa or elsewhere.

24 

  • Save as provided in clause twenty-nine hereof, it shall not be lawful for a Samoan to be or become a member of a company.

25 

  • Every contract, whether verbal or in writing, and every deed or other document whereunder a Samoan is made or becomes or purports or agrees to be made or to become either presently or in the future a member of a company shall be void and of none effect:

    Provided, however, that any money or other consideration or the value thereof paid or given by a Samoan under any such contract, deed, or other document may be recovered by action by any member of the Samoan Public Service authorised thereunto by the High Commissioner.

    Regulation 25 was amended, by section 3(3) of the Samoa Amendment Act 1947, by substituting the words “High Commissioner” for the word “Administrator”.

26 

  • Any money or other consideration recovered under the provisions of the proviso to the last preceding clause hereof shall be held in trust for the Samoan in respect of whom the action was commenced.

27 

  • Every person who gives, sells, barters, or disposes of, or offers to give, sell, barter, or dispose of, any share or interest in a company to a Samoan, or who procures or takes part in procuring the signature of a Samoan to any memorandum of association, application for allotment, or transfer of shares in a company, or who enters into any contract, either verbally or in writing or by deed or other document, whereunder a Samoan is made or becomes or purports or agrees to be made or to become either presently or in the future a member of a company commits an offence punishable by a fine of one hundred pounds.

28 

  • The provisions of this part of this order shall not apply to—

    • (b) shares or interests in companies acquired or held by a Samoan as trustee for a European:

    • (c) any contract by a Samoan to perform or supply manual labour in consideration of a share of the profits arising out of the undertaking or enterprise in respect of which the service of labour shall be performed.

    In regulation 28(a), section sixty-seven of the Act, being the corresponding enactment in force at the date of this reprint, has been substituted for section fifty-nine of the repealed Companies Act 1933.

29 

  • The High Commissioner may by Warrant under his hand and subject to such terms and conditions as he may think fit to impose permit a Samoan to become a member of a company.

    Regulation 29 was amended, by section 3(3) of the Samoa Amendment Act 1947, by substituting the words “High Commissioner” for the word “Administrator”.

30 

  • The provisions of the Act and of this order and of the memorandum or articles of association of a company relating to membership and shares, and of the Partnership Act 1908, and of every contract or deed of partnership shall in respect of a Samoan member of a company be read subject always to the terms and conditions of the permit granted under the last preceding clause hereof.

31 

  • If any shares or interest in a company shall devolve upon a Samoan by bequest, upon an intestacy, or otherwise by operation of law, and the High Commissioner shall refuse to grant a permit under the provisions of clause twenty-nine hereof, such shares or interest shall immediately vest in the Samoan Public Trustee upon trust to sell the same and pay the proceeds of such sale to the Samoan beneficiary.

    Regulation 31 was amended, by section 3(3) of the Samoa Amendment Act 1947, by substituting the words “High Commissioner” for the word “Administrator”.

Part 3
General

32 

  • The Samoa Companies Order 1922 shall be deemed to be revoked on the coming into operation of this order, and sections four hundred and seventy-four and four hundred and seventy-five of the Act shall apply to that order as if that order were mentioned in Schedule 15 of the Act.

    Sections four hundred and seventy-four and four hundred and seventy-five and Schedule 15 of the Act, being the corresponding enactments in force at the date of this reprint, have been substituted for section three hundred and eighty-four and Schedule 12 of the repealed Companies Act 1933.

A W Mulligan,
Acting Clerk of the Executive Council.

J R Marshall,
Attorney-General.

Issued under the authority of the Regulations Act 1936.

Date of publication of principal regulations in Gazette: 15 August 1935.

Contents

  • 1General

  • 2About this eprint

  • 3List of amendments incorporated in this eprint (most recent first)

Notes
1 General

  • This is an eprint of the Samoa Companies Order 1935 (Reprint). The eprint incorporates all the amendments to the Act as at 1 January 1962. The list of amendments at the end of these notes specifies all the amendments incorporated into this eprint since 1 January 1962.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the eprint are also included, after the principal enactment, in chronological order.

2 About this eprint
3 List of amendments incorporated in this eprint (most recent first)