Title 30 — Corporations and Partnerships

As used in this chapter and Chapters 30.02 and 30.03: (a) “Articles of Incorporation” includes both the original articles of incorporation and any and all amendments thereto, except in those instances where the context expressly refers to the original articles of incorporation on…

The certificate of incorporation of any corporation hereafter organized under the authority of the government is at all times subject to forfeiture or revocation by the Governor for misuse or nonuse, and may be at any time altered, abridged or set aside by law or executive order …

(a) A party aggrieved by an adverse decision of the Governor rendered pursuant to this chapter may, within 30 days from the date of the decision, appeal to the Secretary of the Interior. The appeal shall be written and shall set forth under oath all the facts of the decision. (b)…

(a) The name of each corporation must be such as to distinguish it upon the records of the Territorial Registrar from the name of any other corporation. (b) The name of each corporation must contain the word “corporation, “incorporated”, or “limited”, or an abbreviation of one of…

(a) Any corporation organized under the laws of American Samoa must fix upon, and must designate in its articles of incorporation, its principal place of business, which must be in American Samoa. The principal place of business must not be changed except through an amendment to …

(a) Corporations organized for a period of years shall pay the Treasurer, before a certificate of incorporation is issued, a fee of $25 together with a recording fee of 25 cents per page, and, for all authorized stock in excess of $10,000, an additional fee of $1 per 1000. (b) Co…

Three or more persons of full age, at least 2/3 of whom must be nationals of the United States and at least one a resident of American Samoa, may form a corporation for any lawful business, but such incorporation confers no power not possessed by natural persons, except as otherw…

Before commencing any business except their own organization, the incorporators must first adopt articles of incorporation, which must be signed and acknowledged by the incorporators. History: 1962, PL 7-20; 1968, PL 10-69.

The articles of incorporation shall then be forwarded to the Treasurer of American Samoa via the Attorney General. The Treasurer shall then forward the articles to the Governor for approval. If approved by the Governor, they shall be forwarded to the Territorial Registrar for him…

When articles of incorporation and amendments to articles of incorporation of domestic or foreign corporations are presented to the Treasurer for the purpose of being filed, and the Treasurer is satisfied, after consultation with the Attorney General, that they are in proper form…

Articles of incorporation shall contain: (1) the name of the corporation and its principal place of business in American Samoa; (2) the objects for which it is formed, such objects to be stated with specificity; (3) the amount of authorized capital stock, the classes of stock aut…

The articles of incorporation may also contain any provisions which the incorporators may choose to insert for the management of the business and for the conduct of the affairs of the corporation, and any provisions creating, defining, limiting and regulating the powers of the co…

(a) Upon executing the articles of incorporation and causing the same to be filed, and the same having been recorded and the statutory fees provided for having been paid, the persons so associating, and their successors and assigns, shall from the date of the issuance of the cert…

A bad-faith failure to substantially comply with the requirements for the organization of a corporation renders the individual property of the stockholder liable for corporate debts. History: 1962, PL 7-20.

(a) After acceptance for record of the articles of incorporation, an organizational meeting of the incorporators or subscribers, or both named in the articles of incorporation shall be held, at the call of a majority thereof, for the purpose of adopting bylaws and electing direct…

The original bylaws of a corporation organized under this chapter may be adopted by the incorporators. Thereafter, the power to make, alter, or repeal bylaws is in the stockholders, except that any corporation may, in the articles of incorporation, confer that power upon the dire…

(a) Any corporation operating under this chapter may, when and as desired, amend its articles of incorporation by: (1) additions to its corporate powers and purposes, or diminution thereof, or both, or by sub-stitution of other powers and purposes, in whole or in part, for those …

(a) A corporation may be dissolved in accordance with the provisions of its articles or when 2/3 in interest of all the stock outstanding votes in favor of a dissolution at a stockholders meeting called for that purpose. (b) Corporations whose certificate of incorporation expires…

Every corporation organized under this chapter has power to: (1) have perpetual succession unless a limited period of duration is stated in the articles of in-corporation; (2) sue and be sued by its corporate name; (3) have a common seal, which it may alter at its pleasure; (4) r…

No corporation or foreign corporation may buy or acquire any interest in land unless the transaction is approved in writing by the Governor and recorded by the Territorial Registrar, and no such acquisition or transfer may be of any effect until so approved and recorded. Notwiths…

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation may be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of cap…

(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon…

(a) The business of every corporation organized under the provisions of this chapter shall be managed by a Board of Directors, except as otherwise provided in this chapter or the corporation’s articles of incorporation. (b) The number of directors which constitutes the whole boar…

(a) The Directors of every corporation shall be elected at the annual meeting of the stock-holders, which shall be held at the time and place provided for by the bylaws, by a plurality of the votes cast at such election. (b) The certificate of incorporation may provide that the d…

In all elections for Directors of any company operating or organized under this chapter, every stockholder has the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the votes …

(a) Every corporation operating or organized under this chapter shall have a president, vice-president and treasurer, who is chosen by the Directors or stockholders as the bylaws may direct. They hold their offices until their successors are chosen and qualified. (b) The corporat…

If the Directors or officers of any corporation operating or organized under the provisions of this chapter knowingly cause to be published or give out any written statement or report of the condition or business of the corporation that is false in any material respect, the offic…

(a) The amount of authorized capital stock of any corporation organized under this chapter may not be less than $2,000. (b) The amount of paid-in capital with which any such corporation shall commence business may not be less than $1,000. (c) No corporation may be permitted to is…

The Directors of a corporation shall have the power in the bylaws to provide for the issuance of new certificates of stock whenever any previously held certificates have been lost or de-stroyed. History: 1962, PL 7-20.

(a) The Directors of a corporation have the power to provide for the transfer of stock certificates. (b) The transfer of shares is not valid, except as between the parties thereto, until regularly entered upon the books of the corporation, showing the name of the persons by and t…

(a) A corporation may, by resolution of its Board of Directors, declare and pay dividends in cash or property only out of earned surplus; earned surplus being defined as the remaining amount of accumulated net income, after History: 1962, PL 7-20.

The following persons are liable for 6 years from the date of any dividend declared or paid (whichever is the later date) in violation of subsection (b) of 30.0153: (1) any Directors who willfully or negligently approve such payment. The liability shall be joint and several, but …

The following may enforce the liability imposed by 30.0154: (1) the corporation, through its Directors; (2) any person who by operation of law succeeds to the right or property of the corporation; (3) any shareholder who first makes a demand on the Directors that suit be institut…

Nothing in this chapter or in the articles of incorporation exempts the stockholders from individual liability to the amount of the unpaid installments on the stock owned by them, or transferred by them for the purpose of defrauding creditors; and execution against the company ma…

(a) Every corporation organized under the laws of American Samoa shall keep at its office m American Samoa correct books of account of all of its business and transactions, and a stock book containing the names of all persons who are stockholders of the corporation, their interes…

The intentional keeping of false books or accounts by any officer, agent, or employee of a corporation, or by anyone having the duty to see that the books and accounts are correctly kept, is a misdemeanor. History: 1962, PL 7-10.

(a) Any corporation organized under the laws of American Samoa, or under the laws of any other territory, or any state or foreign country, which has complied with the laws of American Samoa relating to the organization of corporations and has secured a certificate of incorporatio…

Any corporation or foreign corporation failing to file the report required by 30.0162 is guilty of an infraction and shall be sentenced accordingly. This penalty may be recovered by the government in an action brought by the Attorney General. History: 1962, PL 7-20, amd 1980, PL …

(a) One or more corporations may merge into another corporation if the Board of Directors of each corporation adopts and its shareholders approve a plan of merger. (b) The plan of merger must set forth: (1) the name of each corporation planning to merge and the name of the surviv…

(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the Board of Directors of each corporation adopts and its shareholders approve the exchange. (b) The plan of exchange must set forth: (1) the name of the corpora…

(a) After adopting a plan of merger or share exchange, the Board of Directors of each corporation party to the merger, and the Board of Directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger or share exchange for approval…

(a) A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary. (b) The Board of Directors of the parent shall adopt a pl…

(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the Board of Directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the treasurer for filing articles of merger or share exchange settin…

(a) When a merger takes place: (1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) the title to all real estate and other property owned by each corporat…

(a) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporation if: (1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporatio…

As used in this chapter, unless the context clearly requires otherwise: (a) “Corporation”, domestic or foreign, means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. (b…

(a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of any of the following corporate actions: (1) consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merge…

(a) A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whos…

(a) If proposed corporate action creating dissenters’ rights under section 30.0181 is submitted to a vote at a shareholders’ meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights under this chapter and be accompanied by a cop…

(a) If proposed corporate action creating dissenters’ rights under section 30.0181 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert dissenters’ rights (1) must deliver to the corporation before the vote is taken written notice of his intent to…