General Information:

REGISTRATION OF COMPANIES & INTELLECTUAL PROPERTY DIVISION (RCIP)
Resitalaina o Kamupani ma mea totino tau i le mafaufau

Incorporated Societies

WHAT IS AN INCORPORATED SOCIETY?

An Incorporated Society is a group, usually of people with a common interest (sports club, social club, cultural group, service or activist group) registered in accordance with the Incorporated Societies Ordinance 1952. Some elements of an Incorporated Society include:

  • A minimum of 15 members
  • Has a Constitution which outlines the Societies' operations
  • Must submit annual accounts to the Registration of Companies & Intellectual Property Division
HOW DO YOU REGISTER AN INCORPORATED SOCIETY?

To make an application to register an Incorporated Society in Samoa, the applicant - or an agent working on their behalf - will need to lodge the application to the Registration of Companies & Intellectual Property Division (RCIP) of MCIL, along with the appropriate fee.

An application to register an Incorporated Society must include the following documents:

  • Application for Incorporated Society (inclusive of Name Approval)
  • Statutory Declarations
    Important Note: to be witnessed by a Solicitor, Registrar or Deputy Registrar of courts
  • Complete form of 15 members
    Important Note: each member must provide their name, address and occupation. A witness – a Solicitor, Registrar or Deputy Registrar of courts or anyone that is not a member of the society, but he/she knows every member – is also required to witness the signatures and provide his/her name and address
    - Download a copy of the Incorporated Society Members Form
  • Constitution/By - Laws
  • Registration Fee

BUSINESS PROCESS

Below is the usual procedure followed by the Division for processing Incorporated Society applications:

  1. The Registries of Companies and Intellectual Property Division (RCIP) receives the completed applications for
    - Approval of Incorporated Society's name
    - List of 15 members
    - Statutory Declaration
  2. The aforementioned application documents are then checked. The name provided for the Incorporated Society must not or be similar to the name of an existing Society. The name may not be approved if it is deemed to be inappropriate.
  3. Once the Society's name is approved and the required form signed by 15 members has been approved the Applicant or Agent is then advised of the result.
  4. The Society submits to RCIP its constitution, By-Laws, the completed Incorporated Society Constitution Checklist and the registration fee of $90 tala.
  5. All the above documents are checked and a unique number is then assigned for the society.
  6. A Certificate of Incorporation (stating the Society's unique number and date of incorporation) is prepared and signed by the Registrar / Deputy Registrar of Incorporated Society.
  7. A complete file is prepared for the Incorporated Society for registration.
YEARLY REQUIREMENTS

Each year, it is required (under section 22 of Inc. Society ordinance 1952) that the Incorporated Society provides to the Registrar the following information:Each year, it is required that the Incorporated Society provides to the Registrar the following information:

  • An annual Report
  • Audited Financial Statements
    Please note: the audited financial statements should be tabled and approved at the SGM of the Society and a declaration signed by an officer of the Society, to the effect that the audited financial statements had been approved.
  • A list of current Members
  • A list of Executive/s
  • Any changes to the Society
    Please note: any changes to the Society' constitution and any other resolution or changes made at a special meeting of the Society.
  • Minutes of Meetings
PENALTIES FOR NON-COMPLIANCE

In accordance with section 22(3) of the Incorporated Societies Ordinance 1952, if an incorporated society does not file its Audited financial statements to the Registrar when they are due, every officer of the society is liable to a monetary fine for every day during which the default continues.

NEW PROVISIONS: INCORPORATED SOCIETIES AMENDMENT ACT ('ISAA;) 2012

The following is only a brief summary of new obligations introduced by the ISAA 2012”

  • Annual Renewal of Registration - effective from 1st June 2013, all incorporated societies must apply for renewal of their registration on or before 30 June of every year. This will require the filing of an approved form for renewal, submission of the audited annual financial statements and the payment of an approved fee.
  • Other Annual Documents that must be filed to the Registrar - All incorporated societies are required (under section 22A) to submit the following to RCIP no later than 20 working days after its AGM:
    • Resolutions of its previous AGM
    • Updated list of its executive committee
    • List of its members.
  • Registration of Charges - Any "charge" created over any asset of the Incorporated Society must be registered with RCIP together with the prescribed fee. A "charge" means any form of security for payment or security for performance of obligation and includes: a charge on debentures; a charge on any motor vehicle of the society/club; a charge on any property of the society/club; a mortgage on land, or leasehold interest in land wherever situated; or a charge on goodwill, patent, trademark or a licence under a trademark or on a copyright or a licence under a copyright.
REGISTRATION FEE

In addition to the $90 registration fees, the following fees are the current applicable fees for the Incorporated Societies:

  • Filing of any Alterations to the Incorporated Society’s Rules/Constitution = $24,
  • Change of Name = $24,
  • Any other documents that must be registered (e.g. Charges documentation) = $24,
  • Search Fee = $12, To obtain a Certified Copy of a registered document = $3.00, Photocopy = $1.50 per page.)
Please note that the above fees may change once the review of the fees for the requirements of the Incorporated Societies Amendment Act 2012 is finalized.

 

FORMS

To view or print our forms, you will require PDF viewing software, such as  Adobe Acrobat Reader.
For more information on installing Acrobat Reader, please see the  Site Information section of this website.
 

 Checklist for Constitution

File details:
Name: Inc_Soc_Constitution_Checklist.pdf
Size: 45KB


 Application for Incorporated Society

File details:
Name: Inc_Soc_Constitution_Checklist.pdf
Size: 45KB

 Incorporated Society Members Form

File details:
Name: Inc_Soc_15Members_Form.pdf
Size: 8KB

 Statutory Declaration

File details:
Name: Declaration.doc
Size: 8KB

 

FURTHER INFORMATION

Should you require further information concerning Incorporated Societies, please contact:

Ministry of Commerce, Industry & Labour
Registration of Companies & Intellectual Property Division
3rd Floor
ACC House
Apia SAMOA

Ministry of Commerce, Industry & Labour
Registration of Companies & Intellectual Property Division
P.O. Box 862
Apia SAMOA

Telephone: (+685) 20441
Facsimile: (+685) 20443
Email:
 mpal@mcil.gov.ws

Or please feel free to see our  Contact Us page.

 

Updated: 6th May 2013