30.0114 Articles of incorporation – Contents.

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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 authorized, and the par value and conditions of each class and the time when and conditions under which it is to be paid;

(4) the time of commencement of existence of the corporation;

(5) the names and addresses of the incorporators and the officers or persons its affairs are to be conducted by, and the time when and manner in which such officers will be elected;

(6) a statement that private property of the stockholders is to be exempt from corporate debts;

(7) the manner in which the articles may be amended.

History:1962, PL 7-20; 1968, PL 10-69.

Case Notes:

Shareholders’ immunity for corporate debts is absolute unless circumstances justify disregarding the corporate entity to prevent abuse of corporate privileges by an individual or another corporation having domination or control; in such cases, the issue is whether limiting corporate privileges will accomplish justice and defeat fraud or other unfairness in a court’s resolution of the issues before it. A.S.C.A. § 30.0114(6). Amerika Samoa Bank v. Adams, 22 A.S.R.2d 38 (1992).