Key Takeaways
- Bearer shares in Samoa have moved from permitted to immobilised, so certificates must be held in custody rather than passed freely by hand.
- Registered agents and the Samoa International Finance Authority oversee custody and compliance for immobilised bearer share certificates.
- Holders of legacy bearer shares face conversion requirements and compliance deadlines they must meet to preserve valid ownership.
- Immobilisation reshapes how ownership, control and transfer work, alongside beneficial ownership disclosure driven by international transparency pressure.
Bearer Shares in Samoa: Where the Law Now Stands
Bearer shares are prohibited in Samoa. International companies registered there have been barred from issuing shares or warrants in bearer form since 27 January 2014, when an amendment to the territory's offshore companies law took effect under the oversight of the Samoa International Finance Authority. This change affects any foreign owner, investor, or adviser who once relied on, or is now considering, anonymous bearer-form ownership of a Samoa international company (IC).
The pages that follow explain how the rule arrived, what happened to certificates issued before the cut-off, and what ownership of a Samoa IC looks like in their absence. The material matters most to non-resident principals holding legacy structures and to advisers assessing whether the jurisdiction fits a transparent, compliant arrangement.
The Legal Foundation: The International Companies Act 1988 and Its Amendments
The offshore corporate sector here rests on the International Companies Act 1988, which sets out how an international company is formed, taxed, and maintained. Registration is made to the Registrar of International Foreign Companies at SIFA, and only through a licensed trustee company acting as your agent.
The instrument that ended bearer shares is the International Companies Amendment Act 2014 (Act No. 9 of 2014). It substituted Sections 39 and 39A of the principal Act, with Section 39 carrying the prohibition and Section 39A governing the treatment of instruments already in circulation.
The same amending statute touched Section 113 on accounting records and carried repeal and consequential provisions. Throughout, the original Act's requirement stands: every company must keep a resident agent or secretary at all times.
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A Brief History of Bearer Shares in Samoa's Offshore Regime
When the regime opened in 1988, bearer shares were permitted, and that feature drew owners seeking anonymous holding structures. The provisions appear to have run for the full span from the Act's enactment until the 2014 reform, since the amending statute revised the original text rather than introducing a fresh framework.
The original sections that enabled bearer mechanics, numbered 35 to 38, were among those repealed in 2014. International assessors took note of the shift soon afterward.
The Asia/Pacific Group on Money Laundering examined the jurisdiction during an on-site visit from 3 to 14 November 2014, weeks after the new rule commenced. Its 2015 evaluation recorded that the legal framework for international companies had been strengthened, including obligations on trustee and company service providers to access company financial information.
From Permitted to Immobilised: How the Treatment Changed
Effective 27 January 2014, Samoa international companies lost the authority to issue bearer shares or share warrants to bearer. The Legislative Assembly formally enacted the amending statute on 7 April 2014.
The substituted Section 39 reached existing entities directly. Any memorandum of a "grandfather bearer share company" was deemed amended from 27 January 2014 to state that the company could no longer issue bearer instruments, and from that date the firm ceased to be a bearer share company at all.
A point of frequent confusion deserves correction. Some service providers describe the regime as bearer shares "immobilised" through a custodian, but that does not match the legislative text.
Samoa did not adopt a custodial immobilisation model. It enacted an outright prohibition and a conversion mandate, so all share ownership must be declared and entered in the Register of Shareholders kept by the registered agent.
Separately, trustee companies themselves may not issue bearer shares or warrants under the legislation governing them.
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Custody and Immobilisation Requirements for Bearer Share Certificates
There are no custody or immobilisation requirements, because no custodial regime exists. The 2014 reform abolished bearer shares rather than parking them with an approved custodian.
Several commercial sites state that bearer shares "must be held by an approved custodian authorised by SIFA." That description is not supported by the statutory text and appears to be residual from pre-2014 promotional material. No official source confirms that the Authority maintains or publishes an approved-custodian list for bearer shares.
The Role of the Samoa International Finance Authority and Registered Agents
Every international company must appoint a registered agent, and that agent must be a licensed trustee company authorised by SIFA. Only such firms or their authorised officers may serve in the role, which keeps regulatory oversight and professional accountability in place.
Your agent is the channel between the company and the Authority for all official filings and notices. The agent also holds your beneficial ownership records and keeps financial records for a minimum of seven years, as required under local law.
These obligations carry consequences. A trustee or company service provider that fails to maintain beneficial ownership information breaches Section 30 of the Act, and the Authority may levy fines, attach conditions to the provider's licence, or revoke it.
Annual duties run through the agent as well: paying the annual licence fee, lodging the annual confirmation with the Registrar, and keeping ownership records current. Applications for a trustee company licence go to the Regulator, who is the Chief Executive Officer of SIFA, with the prescribed fee and forms.
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Transitioning Legacy Bearer Shares: Conversion and Compliance Deadlines
Holders of pre-existing bearer shares were given a 12-month window to convert them into registered shares. The window opened with the 27 January 2014 commencement.
Counted from the 7 April 2014 enactment, the practical deadline for recall and cancellation fell on 6 April 2015. Under Section 39A, any bearer shares issued before 27 January 2014 could continue for only those 12 months, after which they ceased to be bearer shares or warrants.
Where no conversion was made, the instruments lost validity automatically at the end of the period. No official guidance, fee schedule, or prescribed form for the conversion itself has been published; conversions were handled through the licensed trustee company acting as agent. No later amnesty or extension has been recorded.
What Immobilisation Means for Ownership, Control and Transfer
Because the law prohibits rather than immobilises, any bearer certificate issued by a Samoa IC has carried no legal validity since 6 April 2015. Ownership and control are evidenced only through registered shares recorded in the internal register kept by the trustee company.
- All shareholdings must be declared and entered in the Register of Shareholders held by your agent.
- A transfer takes effect by updating that register; no anonymous physical-delivery mechanism exists.
- Directors and shareholders do not appear on a public register, but ownership identity must be known to and held by the licensed agent.
- Any change in beneficial ownership must be reported to the trustee company without delay, under the Trustee Companies Regulations 2018, r.3(11).
Confidentiality therefore survives, but it operates at the regulatory and agent level rather than through bearer anonymity.
Transparency, Beneficial Ownership Disclosure and International Pressure
The abolition of bearer shares sits within a wider tightening of transparency standards that foreign owners should weigh. International reviews have tracked the progress.
| Assessment | Body | Result |
|---|---|---|
| Global Forum, First Round (2015) | OECD | Partially Compliant |
| Global Forum, Second Round (2019) | OECD | Largely Compliant |
| 8th Follow-Up Report (2023) | APG / FATF | 6 Compliant, 15 Largely Compliant, 17 Partially Compliant |
The jurisdiction remains in enhanced follow-up under the 2023 report, yet it is not on the FATF grey or black list and is not blacklisted by the OECD or any other major body. The OECD Second Round review sets out the basis for the upgraded rating.
Other transparency duties bear on owners. The Companies Act 2017, effective 17 November 2017, introduced a formal definition of "beneficial owner," while service providers had already gathered such data under AML rules; CRS due diligence on new accounts began on 1 January 2017. In March 2022 the FATF agreed tougher beneficial ownership standards under Recommendation 24, pressing countries to give competent authorities access to accurate, current ownership information.
Practical Implications for Non-Resident Owners and Advisers
If any part of a structure still rests on a pre-2015 bearer certificate, treat it as legally void and remediate without delay. Ownership has to be recorded in the Register of Shareholders kept by your licensed agent, and that agent coordinates with SIFA, manages corporate records, and meets the statutory requirements on your behalf.
- Bearer certificates issued before 6 April 2015 confer no rights; do not rely on them in due diligence, financing, or transfer.
For new formations, the government incorporation fee is USD 300, with no minimum capital requirement. Registration must be renewed each year by paying the government renewal fee and keeping a licensed agent in place, a process overseen by SIFA. Companies must also satisfy CRS and FATF expectations, including seven-year record keeping and beneficial ownership rules.
Advisers with US-connected clients should confirm the jurisdiction's FATCA agreement status independently against the US Treasury IGA list before advising, as no official confirmation of a Model 1 or Model 2 agreement has been retrieved. No international sanctions are in force against the jurisdiction.
Conclusion
Bearer shares no longer have any place in a Samoa international company, and certificates that predate the 2015 deadline carry no legal weight. For a foreign owner, ownership now runs through registered shares held in the agent's internal register, with confidentiality preserved at the regulatory level rather than through anonymity. Anyone holding a legacy structure should confirm conversion was completed and ownership is properly recorded, and any new entity should be set up on a registered-share basis from the outset.
How Expanship Can Help Your Business in Samoa
Expanship helps foreign owners confirm that no voided bearer instruments linger in their structure, that ownership is correctly entered in the Register of Shareholders, and that beneficial ownership records held by the licensed agent stay accurate; alongside this, we manage the full lifecycle of an international company for a non-resident principal.
- Forming your international company through a licensed trustee arrangement
- Providing a registered agent and registered office
- Handling tax registration and statutory filings
- Managing annual renewals and ongoing compliance
- Keeping accounting records and bookkeeping in order
- Introducing banking options suited to a foreign-owned entity
To discuss your structure, contact Expanship Samoa.
Frequently Asked Questions
No. International companies have been barred from issuing shares or warrants in bearer form since 27 January 2014, and the prohibition was enacted by the Legislative Assembly on 7 April 2014. All ownership must instead be held as registered shares.
Holders had a 12-month window to convert existing bearer instruments into registered shares, with the practical recall and cancellation deadline falling on 6 April 2015. Any bearer share not converted by that date ceased to be valid automatically and has carried no legal force since.
No, despite some commercial descriptions to the contrary. The 2014 amendment abolished bearer shares outright rather than placing them with an approved custodian, and no official source confirms a custodial list or immobilisation regime.
Ownership is evidenced through registered shares recorded in the Register of Shareholders kept by your licensed registered agent. Transfers take effect by updating that register, and changes to beneficial ownership must be reported to the trustee company without delay.
No public register of directors or shareholders exists, so confidentiality is preserved at the regulatory and agent level. The identity of owners must still be known to and held by the licensed registered agent, who maintains beneficial ownership records and coordinates with SIFA.
No. It holds a "Largely Compliant" rating from the OECD Global Forum's 2019 review and is not on the FATF grey or black list, though it remains in enhanced follow-up under the 2023 APG/FATF report. No international sanctions are in force against it.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
