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Bank of Samoa Act 1990

SAMOA

BANK OF SAMOA ACT 1990

Arrangement of Provisions

1. Short title
2. Interpretation
3. Act to bind the Government
4. Incorporation of the Bank as a company under the Companies Act 1955 (NZ)
5. Effect of registration under the Companies Act
6. Supplementary provisions relating to share capital and other matters
7. Auditors
8. Repeal and savings
   

BANK OF SAMOA ACT 1990

1990 No.15

AN ACT to enable Bank of Western Samoa to be constituted as a company incorporated and registered under the Companies Act 1955 (New Zealand) as the same applies pursuant to the Samoa Companies Order 1935 and to repeal the Bank of Western Samoa Ordinance 1959 and for purposes incidental thereto.

[Assent and commencement date: 7 September 1990]

1. Short title – This Act may be cited as the Bank of Samoa Act 1990.

2. Interpretation – In this Act, unless the context otherwise requires:

“appointed day” means the date appointed by the Head of State in an Order made under section 4;

“articles” means the articles of association delivered to the Registrar under section 4;

“Companies Act” means the Companies Act 1955(N.Z.) as it applies in Samoa pursuant to the Samoa Companies Order 1935;

“Government” means the Government of Samoa;

“memorandum” means the memorandum of association delivered to the Registrar under section 4;

“Minister” means the Minister of Finance;

“Registrar” means the Registrar of Companies and includes a Deputy Registrar.
(2) In this Act, depending on the context in which the term is used, “Bank” means either:

(a) Bank of Western Samoa constituted under the Bank of Western Samoa Ordinance 1959; or

(b) that bank deemed to be incorporated and registered as a company under the Companies Act by virtue of this Act.

3. Act to bind the Government – This Act binds the Government.

4. Incorporation of Bank as a company under the Companies Act 1955 (NZ) – (1) Despite anything contained in the Companies Act, on a date to be appointed by the Head of State by Order the Bank is taken to be a company limited by shares incorporated and registered under the Companies Act and under the name Bank of Western Samoa.
(2) The Order referred to in subsection (1) shall be made by the Head of State acting on the advice of the Registrar after the following documents have been delivered to the Registrar.

(a) a memorandum of association in a form approved by the holders of all of the shares in the capital of the Bank immediately before the appointed day, which states the name of the Bank and its objects and that the liability of its members is limited;

(b) articles of association in a form approved by the shareholders;

(c) a notice of situation of registered office in Western Samoa as required by section 115 of the Companies Act.

(3) Nothing in sections 14, 15, and 25 of the Companies Act applies in respect of the memorandum.
(4) Nothing in sections 20 and 23(1)(c) of the Companies Act requires the articles to be signed or attested.
(5) The memorandum of association and articles of association of the Bank shall be the memorandum and articles delivered to the Registrar under this section.
(6) Nothing in subsection (5) prevents the memorandum and articles being altered, amended, or substituted in accordance with the Companies Act.
(7) On the appointed day, the Registrar shall issue a certificate of incorporation in respect of the Bank.
(8) Without limiting subsection (1), the certificate of incorporation is conclusive evidence that the Bank was, on the appointed day, registered as a company under Part 11 of the Companies Act.
(9) From the appointed day and until such time as the membership of the Bank first reaches seven members, nothing in section 13(1) of the Companies Act requires the Bank to have a minimum of 7 members and section 41 of the Companies Act does not, during that time, apply to the Bank or to any member thereof.
(10) In the application of section 200 of the Companies Act to the Bank, subsection (5)(a) of that section applies as if the directors of the Bank who held office as directors on the appointed day had been appointed as directors on that day.

5. Effect of registration under the Companies Act – (1) Despite any other enactment or rule of law, from the commencement of the appointed day, the Bank is deemed to be a company incorporated and registered under Part 11 of the Companies Act and, subject to sections 4 and 6 of this Act, the Companies Act applies to it accordingly.
(2) The Bank is, and shall continue to be, the same legal entity as the Bank originally incorporated under the Bank of Western Samoa Ordinance 1959 and in particular, but without limiting the generality of the foregoing:

(a) the deemed incorporation and registration of the Bank as a company do not affect rights, interests, liabilities or obligations existing immediately before the appointed day;

(b) real and personal property (including choses in action) belonging to or vested in the Bank immediately before the appointed day shall continue to belong to or vest in the Bank as so incorporated.

6. Supplementary provisions relating to share capital and other matters – (1) The Bank is deemed to have been incorporated on the appointed day with an authorised capital of $1,500,000 divided into 7,500 shares of $200 each.
(2) On the appointed day, the Government and a person who was registered as the holder of shares in the capital of the Bank immediately before the appointed day shall continue to be registered as the holder of those shares paid up to the same extent and subject to the rights and obligations conferred or imposed by the articles and by law.
(3) Nothing in section 60 of the Companies Act applies in respect of the allotment and paying up of shares in the capital of the Bank issued before the appointed day.
(4) Nothing in sections 117 and 134 of the Companies Act and the proviso to subsection (1) of section 135 applies to the Bank.
(5) Nothing in section 135(1) of the Companies Act requires the Bank to hold a general meeting as its annual meeting in the calendar year in which the appointed day falls.
(6) Nothing in section 152(1) of the Companies Act requires the directors of the Bank in the calendar year in which the appointed day falls to lay before the Bank in general meeting a profit and loss account if a copy of the accounts of the Bank of Western Samoa for the last complete financial year ending before the appointed day have, before the appointed day, been transmitted to each of the proprietors pursuant to the provisions of subsection (6) of section 31 of the Bank of Western Samoa Ordinance 1959.
(7) Nothing in section 152(2) of the Companies Act applies in respect of the calendar year in which the appointed day falls if a copy of the accounts of the Bank of Western Samoa for the last complete financial year ending before the appointed day have, before the appointed day, been transmitted to each of the proprietors section 31(6) of the Bank of Western Samoa Ordinance 1959.
(8) For the purposes of this section the words “preceding account” occurring in subsection (1) of section 152 of the Companies Act shall, if the accounts and balance sheet referred to in subsections (6) and (7) of this section have been transmitted to the proprietors before the appointed day, be construed as if those words were a reference to the accounts so transmitted.
(9) The Bank is deemed to be the holder of a licence under section 24 of the Monetary Board of Western Samoa Act 1974 to carry on business as a Bank in Western Samoa, as if such licence had been issued on the appointed day.
(10) A director of the Bank holding office immediately before the appointed day shall, subject to the articles, continue to hold office on and after the appointed day until he is replaced at a general meeting of the Bank.
(11) The Chairman and the Deputy Chairman of the Bank holding office immediately before the appointed day shall, subject to the articles continue to hold office as Chairman and Deputy Chairman respectively on and from the appointed day.

7. Auditors – The persons acting as the auditors of the Bank immediately before the appointed day shall continue as the auditors on and after the appointed day until they are re-appointed or replaced at a general meeting of the Bank.

8. Repeal and savings – (1) The following enactments are repealed on the appointed day:

(a) the Bank of Western Samoa Ordinance 1959;

(b) section 6 of the Enactments Amendment and Repeal Ordinance 1960;

(c) the Bank of Western Samoa Amendment Ordinance 1961;

(d) section 4 of the Financial Powers Amendment Act 1965;

(e) the Bank of Western Samoa Amendment Act 1975.
(2) The following regulations are revoked:

(a) the Certificate as to commencement of Business Notice 1959;

(b) the date appointed for issue Proclamation 1961.
(3) Section 35 of the Bank of Western Samoa Ordinance shall, despite the repeal of that Act by subsection (1) of this section, continue to have effect as if it were still in force in respect of any act or default done or made before the appointed day.

REVISION NOTES 2008 – 2012

This Act has been revised under section 5 of the Revision and Publication of Laws Act 2008.

The following general revisions have been made:

(a) Insertion of the commencement date

(b) Other minor editing has been done in accordance with the lawful powers of the Attorney General (eg. “shall be” changed to “is”)

There were no amendments made to this Act since the publication of the Consolidated and Revised Statutes of Samoa 2007.

0. This law appears to be redundant given the change in structure to the former Bank of Western Samoa and its replacement with the ANZ Bank of Samoa.

Once confirmed by the Ministry of Finance it is likely that this law shall be repealed.

This Act has been revised in 2008, 2009, 2010, 2011 and 2012 by the Attorney General under the authority of the Revision and Publication of Laws Act 2008 and is the official version of this Act as at 31 December 2012. It is an offence to publish this Act without approval or to make any unauthorised change to an electronic version of this Act.

Aumua Ming Leung Wai
Attorney General of Samoa

Revised in 2008 by the Legislative Drafting Division under the supervision of Teleiai Lalotoa Sinaalamaimaleula Mulitalo (Parliamentary Counsel)

Revised in 2009, 2010 and 2011 by the Legislative Drafting Division under the supervision of Papalii Malietau Malietoa (Parliamentary Counsel).

Revised in 2012 by the Legislative Drafting Division.

The Bank of Western Samoa Act 1990 is administered by the Ministry of Finance.