Samoa International Companies Act S228B Provision

Date：2025/02/17

Overview of S228B under the Samoa International Companies Act 1988

The Samoa International Companies Act 1988, Section S228B is designed to simplify the process of transferring company shares in certain situations, such as the death or incapacity of a shareholder, without the need for court proceedings, similar to a trust-like arrangement.

Samoa is a popular offshore jurisdiction for global investors. Section S228B of the International Companies Act 1988 (Transfer of Shares) regulates the mechanism for transferring shares when certain events occur. It allows companies to pre-set conditions and designated transferees in the Articles of Association, so that when the conditions are triggered—such as the death of a shareholder or other specified events—the shares are automatically transferred to the designated recipient.

Three Key Advantages of S228B

Efficiency: Pre-planned arrangements avoid lengthy procedures, saving time and costs.
Privacy: The share transfer process does not require public disclosure, protecting shareholder confidentiality.
Flexibility: Shareholders can freely set the conditions and designated transferees according to their preferences.

This mechanism ensures the stability of company ownership, avoids operational disruption caused by inheritance procedures, and maintains business continuity and proper utilization of shareholder rights.

Applicable Scenarios for Share Transfer under S228B

Under Section S228B, a Samoa company may clearly stipulate in its Articles of Association that shares will be transferred to designated beneficiaries in the following situations without lengthy legal procedures:

Death of a shareholder: Shares can be directly transferred to designated legal beneficiaries (e.g., immediate family, trusts, or third parties).
Incapacity of a shareholder or ultimate beneficial owner due to mental or physical illness or accident: Shares may be transferred according to pre-set mechanisms in the company’s Articles.
Loss of control for legal reasons: If a shareholder or their agent loses control over shares due to legal issues, the company can transfer the shares to a pre-determined recipient or designated institution.

This mechanism effectively avoids the cumbersome probate process, preventing delays and additional costs that could disrupt company operations when the above events occur.

Three Key Considerations to Ensure Legal Transfer and Shareholder Rights

Articles of Association: Ensure the Articles clearly and comprehensively include S228B provisions, specifying the triggering events and required supporting documents.
Supporting Documentation: Prepare sufficient and valid documentation to verify the occurrence of transfer conditions, such as death certificates or medical certificates.
Professional Advice: Consult professional lawyers to ensure that amendments to the Articles and related agreements comply with regulations, minimizing potential legal disputes and tax risks.

Section S228B provides a convenient and efficient solution for handling estates without a will and other specified events. Through proper planning, clear Articles of Association, adequate documentation, and professional consultation, the transfer of shares can be ensured, allowing the company to continue normal operations.

For further guidance on establishing a company in Samoa and complying with Section S228B, as well as optimizing asset protection planning, please contact us.

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