Chapter 03 - Foreign Corporations
Chapter 03 - Foreign Corporations
Any foreign business corporation which has transacted business in American Samoa since 1 January 1954, or desires hereafter to transact business in American Samoa, and which has not a permit to do such business, shall file with the Treasurer a certified copy of its articles of incorporation, duly attested by the Secretary of American Samoa or other officer in whose office the original articles were filed, accompanied by a resolution of its Board of Directors or stock-holders authorizing the filing thereof and also authorizing service of process to be made upon any of its officers or agents in American Samoa engaged in transacting its business, and containing a statement verified by the oath of the president, vice-president, or other acting head, and the secretary of such foreign corporation and attested to by a majority of its board of directors or, if the Board of Directors consists of more than 5 members, by not less than 3 members of the Board of Directors, containing the information required in the articles of a newly formed corporation as set forth in 30.0111 through 30.0115, and requesting the issuance to such foreign corporation of a permit by the Governor to transact business in American Samoa.
The application shall also contain a statement subscribed and sworn to by at least 2 of the principal officers of the corporation, setting forth the following:
(1) the total authorized capital of the corporation;
(2) the total paid-up capital of the corporation;
(3) the total value of all assets of the corporation, including money and property other than money represented by capital, surplus, undivided profits, bonds, promissory notes, certificates of indebtedness or other designation, whether carried as money on hand or in bank, real estate or personal property, of any description;
(4) the total value of money and all other property the corporation has in use or held as in-vestment in American Samoa, at the time the statement is made, if any;
(5) the total value of money and all other property the corporation proposes or expects to make use of in American Samoa during the ensuing year;
(6) a certified copy of the resolution of the Board of Directors of the corporation giving the name and address in American Samoa of a resident agent on whom process directed to such corporation may be served.
The application for a permit to do business shall contain a stipulation that such permit shall be subject to all the provisions of (a) - (e) of 30.0101 and 30.0104, 30.0107, 30.0111, 30.0112, 30.0114, 30.0115, 30.0121, 30.0130, 30.0131, 30.0144, and 30.0301 through 30.0313. No other section of this title applies to a foreign corporation doing business in American Samoa unless specifically so provided by this title.
The application must be forwarded to the Governor of American Samoa, via the Attorney General. If the Governor issues to such corporation a permit to transact business in American Samoa, a certified copy, together with the permit, must be forwarded to the Territorial Registrar to be recorded in a book kept therefore, and the Territorial Registrar shall endorse thereon the book and page where the record will be found.
No foreign corporation may transact any business in American Samoa without first procuring a permit from the Governor to do so. Any foreign corporation which has transacted business in American Samoa since 1 January 1954 may continue to do so for 4 months after the effective date of this chapter without a permit.
The permit, if issued by the Governor, shall state specifically the business which the corpora-tion may transact in American Samoa, and the corporation may transact no business in American Samoa other than that specified in the permit.
A permit is at all times subject to forfeiture or revocation by the Governor for misuse or nonuse; and the permission to transact business contained in such permit may be decreased in scope, abridged or set aside by the Governor, or made subject to conditions imposed by him upon its enjoyment whenever he deems it necessary for the public good.
Every foreign corporation, in order to receive a permit to do business in American Samoa, must have at least $10,000 of authorized capital stock and $5,000 of paid-in capital stock.
No foreign corporation may transact any business in American Samoa without having one or more known places of business in the same.
If the agent required by paragraph (6) of 30.0302 cannot be found within American Samoa, service of process may be made upon the corporation through the Treasurer of American Samoa by sending the original and 2 copies to him, and on the original of which he shall accept service on behalf of the corporation. He shall retain one copy for his files and send the other by registered mail to the corporation at the address of its home office as shown by the records in his office, which service shall have the same force and effect as if lawfully made upon the corpora-tion.
The Governor has power and authority to interrogate all foreign corporations, and the officers and agents thereof, applying to transact business in this territory, with respect to the character of business in which such corporations propose to engage in American Samoa, and with respect to any other matters required to be stated in applications for admission and such interrogatories must be answered under oath. Such interrogations and answers must be filed with the respective applications to which they pertain, and must operate as a limitation upon the authority of such corporations to transact business in this territory.
(a) Every foreign corporation duly authorized to transact business in American Samoa must keep at its principal place of business in American Samoa correct books of account of all its business and transactions in American Samoa and of its business, its transactions, and its commerce between American Samoa and the United States, its territories, or possessions, and any foreign country. Every such foreign corporation is subject to the right of the government of American Samoa through its agents designated by the Governor or any person who must be a stock holder of record of any such foreign corporation to inspect such books of account and to make extracts therefrom.
(b) The intentional keeping of false books of account is a misdemeanor on the part of any of-ficer, agent, or employee of the corporation guilty thereof, as of anyone whose duty it is to see that the books of account are correctly kept.
(a) Before a permit is issued authorizing a foreign corporation to transact business in American Samoa, the corporation shall pay a fee of $25 together with a recording fee of 25¢ per page upon $10,000 or less of money and property of such company actually within American Samoa, and of $1 for each $1,000 of such money or property within American Samoa in excess of $10,000 if the corporation has existence for a period of years.
(b) If the corporation has perpetual existence under its articles or charter, it shall make the filings as hereinbefore provided for and shall pay a fee of $100 together with a recording fee of 25¢ per page and a further fee of $1 for each $1,000 of such money or property within this territory in excess of $10,000, and thereafter shall periodically pay the fee every 20 years from the date of qualifications, and upon the failure to make such payments within 3 months from the date same are due, the Treasurer shall cancel the permit of the corporation.
(a) Any foreign corporation that carries on its business in violation of the provisions of the sections enumerated on its permit to do business in American Samoa by its officers, agents, or otherwise, without having complied with the provisions of this chapter and having taken out and having a valid permit, shall forfeit and pay to the territory, for each and every day in which such business is transacted and carried on, the sum of $100 to be recovered by suit in any court having jurisdiction.
(b) Any agent, officer, or employee who transacts any business for such foreign corporation knowing that it has no valid permit, as required by this section, shall be guilty of a class C misdemeanor, and for such offense shall be sentenced accordingly, and pay all costs of prosecution.