Incorporated Societies

What is an Incorporated Society?

An Incorporated Society is a group of people usually with a common interest (sports club, social club, cultural group, service or activist group) that is registered in accordance with the Incorporated Societies Ordinance 1952. The Ordinance was amended by the Incorporated Societies Amendment Act 2012.

Some elements of an Incorporated Society include:

• A minimum of 15 members
• Has a Constitution which outlines the Society’s purpose and objectives
• Annual Filing of audited financial statements to the Registrar of Incorporated Societies

How do you Register an Incorporated Society?

For an Incorporated Society to be registered in Samoa, the applicant or an agent working on their behalf must file an application, together with the registration fee, to the Registries of Companies & Intellectual Property Division (RCIP) of MCIL.

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

• Application for Incorporated Society (inclusive of Name Approval request)
• Statutory Declaration – must be witnessed by a Solicitor, Registrar or Deputy Registrar of the Supreme Court of Samoa.
• Form signed by at least 15 members of the Incorporated Society and sighted by a witness.  Please note that each member must provide their name, address and occupation. A witness can be a Solicitor, Registrar or Deputy Registrar of the Supreme Court of Samoa or anyone that is not a member of the society, but he/she knows every member and is required to witness the members signatures and provide his/her name and address.
• Constitution of the Incorporated Society and the completed Constitution Checklist
• Registration Fee.

Business Process

Below is the usual procedure followed by the RCIP for processing an Incorporated Society’s application:

1. The RCIP receives the following fully completed  application documents:
   • Approval of the Incorporated Society’s name
   • List of 15 members
   • Statutory Declaration
2. The above mentioned application documents are then checked. The name provided for the Incorporated Society must not 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.
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 Societies.

Yearly Requirements

Once registered, the Incorporated Society is required to provide the following information annually to the Registrar:

• An annual Report
• Audited Financial Statements. Please note that the audited financial statements must be tabled and approved at the Society’s Annual General Meeting (‘AGM’) or at a Special Meeting that was convened for the purpose of approving the audited financial statements. A declaration must also be provided, signed by an officer of the Society confirming that the audited financial statements had been approved at the Society’s AGM or Special Meeting.
• A list of current Members
• A list of Executives
• Minutes of Meetings
• 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.

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.

Annual Renewal of Registration

From 1st June 2013, all incorporated societies must apply for renewal of their registration on or before 30 June each 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.

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.

Fees

Forms

Incorporated Society Members Form
Statutory Declaration