Title 30

Title 30

CORPORATIONS AND PARTNERSHIPS

Chapters:

01 General Corporation Law

02 Eleemosynary Corporations

03 Foreign Corporations

04 (Reserved)

05 Cooperative Corporations

Chapter 01

GENERAL CORPORATION LAW

Sections:

I. General Provisions

30.0101 Definitions.

30.0102 Certificate of incorporation-Change by Governor.

30.0103 Review of decisions of Governor.

30.0104 Name of corporation to be distinct.

30.0105 Principal place of business.

30.0106 Incorporation and stock increase fees.

II. Incorporation

30.0110 Who may incorporate.

30.0111 Articles of Incorporation-Required.

30.0112 Articles of Incorporation-Approval and endorsement.

30.0113 Articles of Incorporation-Filing.

30.0114 Articles of Incorporation-Contents.

30.0115 Articles of Incorporation-Additional provisions.

30.0116 Beginning and duration of corporate existence.

30.0117 Failure to comply with organization requirements.

30.0118 Organization meeting-Notice.

30.0119 Adoption and change bylaws-Posting.

30.0120 Amendments-Procedure.

30.0121 Voluntary dissolution.

III. Powers and Prohibitions

30.0130 Corporate powers.

30.0131 Transfers of land.

30.0132 Ultra vires acts-Suits.

30.0133 Corporation’s acquisition of its own shares.

IV. Directors and Officers

30.0140 Directors-Number.

30.0141 Directors-Election-Term-Vacancies.

30.0142 Directors-Voting-Proxies.

30.0143 Officers-Term.

30.0144 Liability of directors and officers.

V. Stocks and Dividends

30.0150 Amounts-Payment.

30.0151 Replacement of lost stock certificates.

30.0152 Transfer of stock certificates.

30.0153 Dividends-Source-Prohibited payments.

30.0154 Liability for dividends.

30.0155 Liability-Enforcement.

30.0156 Extent of liability.

VI. Books, Accounts, and Reports

30.0160 Required books and accounts-Right of inspection.

30.0161 Keeping false books or accounts a misdemeanor.

30.0162 Annual report-Contents-Exemptions from filing.

30.0163 Penalty for failure to file report.

VII. Merger and Share Exchange

30.0170 Merger.

30.0171 Share exchange.

30.0172 Action on plan.

30.0173 Merger of subsidiary.

30.0174 Articles of merger or share exchange.

30.0175 Effect of merger or share exchange.

30.0176 Merger or share exchange with foreign corporation.

VIII. Dissenter’s Rights

I. Right to Dissent and Obtain Payment for Shares

30.0180 Definitions.

30.0181 Right to dissent.

30.0182 Dissent by nominees and beneficial owners.

II. Procedure for Exercise of Dissenters’ Rights-Judicial Appraisal of Shares

30.0190 Notice of dissenter rights.

30.0191 Notice of intent to demand payment.

30.0192 Dissenters’ notice.

30.0193 Duty to demand payment.

30.0194 Share restrictions.

30.0195 Payment.

30.0196 Failure to take action.

30.0197 After acquired shares.

30.0198 Procedure if shareholder dissatisfied with payment or offer.

30.0199 Court action-Court costs and counsel fees.

I. General Provisions

30.0101 Definitions.

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 only.

(b) “Corporation” unless otherwise expressly provided refers only to a domestic corporation.

(c) “Directors” includes persons designated in the articles as such and persons designated, elected or appointed by any other name or title to act as directors.

(d) “Foreign corporation” means a corporation for profit organized under laws other than the laws of American Samoa.

(e) “Governor”, “Attorney General”, “Treasurer”, and “Territorial Registrar” mean, respectively, the Governor of American Samoa, the Attorney General of American Samoa, the Treasurer of American Samoa, and the Territorial Registrar of American Samoa, or their authorized representatives.

(f) “Incorporator” includes each person signing the articles of incorporation.

History: 1962, PL 7-20; 1968, PL 10-64.

30.0102 Certificate of incorporation-Change by Governor.

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 of the Governor; and every certificate of incorporation obtained, used or enjoyed by any corporation may be regulated, cancelled, withheld, or subjected to conditions upon the enjoyment thereof, whenever the Governor deems it necessary for the public good. The foregoing shall apply to corporations both for profit and not for profit in American Samoa.

History: 1962, PL 7-20.

30.0103 Review of decisions of Governor.

(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) The Governor shall have 30 days from the filing of the appeal within which to file a reply under oath.

(c) The Secretary shall render a decision 30 days after he has received both the appeal and the reply. If the Secretary fails to make a decision within 30 days after he has received both the appeal and the reply, the decision of the Governor shall be final.

(d) All decisions as to matters of fact by the Governor shall be conclusive unless clearly erroneous.

(e) In any case where a corporate charter is revoked b�