Sierra Leone Companies Act, 2009

Sierra Leone Company Law

In order to incorporate and run a company in Sierra Leone, the company must abide by company law stated in the Sierra Leone Companies Act 2009. You will find below the key extracts from the Sierra Leone Companies Act along with the full act.

§25. Company Name

The name of a private company limited by shares shall end with the word “Limited” or "LTD".The name of a public company limited by shares shall end with the words “Public Limited Company” or "PLC".

§28(1) No company shall be incorporated or registered under this Act by a name which–

  • is identical with that by which a company in existence is already registered, or so nearly resembles that name as to be likely to deceive,
  • contains the words “Chamber of Commerce“, “Municipal”, “Chartered” , “Co-operative”, “Group”,“Holding”,“Sierra”, “Leone” “National” or “Government,” orcontains the words or any word which in the opinion of the Commission suggests that it enjoys the patronage of the Government
  • in the opinion of the Commission is capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy;

§23. Memorandum of Association

(1) The memorandum of every company shall state– the name of the company; that the registered office of the company shall be situated in Sierra Leone; the nature of the business which the company is authorised to carry on or will be authorised to carry out; the restriction, if any, on the powers of the company; that the company is a private or public company; The share capital If the company has a share capital

(4) The memorandum shall be signed by each subscriber in the presence of at least one witness who shall attest the signature.

(5) The memorandum shall be stamped as if it were a deed.

§211. Director

(1) Every company registered after the coming commencement of this Act shall have at least two directors.

(2) Any company whose number of directors falls below two shall, within one month of its so falling appoint new directors and shall not carry on business after the expiration of 3 months, unless new directors are appointed.

§219. The following persons shall be disqualified from being directors- a person under the age of 18 years; a lunatic or person of unsound mind; a person who is an undischarged bankrupt; and a person convicted, whether in Sierra Leone or elsewhere, of any offence involving fraud or dishonesty or any offence in connection with the promotion, formation or management of a company.

§249. Company Secretary

(1)Every company shall have a secretary.

(3) If any company carries on business for more than 6 months without a secretary the company and every officer of the company who is in default shall be liable to a fine of Le500,000 for each day that the company continues to carry on business without a secretary after the expiration of the period.

§85. Share Capital

(2) No company having a share capital shall, after the commencement of this Act, be registered with share capital less than the minimum share capital not being less than Le1,000,000 in the case of a private company, 25 percent of which shall be taken by subscribers and not being less than Le50,000,000 in the case of a public company 25 percent of which shall be taken up by subscribers.

(3) Where at the commencement of this Act, the share capital of an existing company is less than the minimum share capital, the company shall, not later than 30 days after the appointed day, increase the share capital to an amount not less than the minimum share capital.

(4) where a company is registered with shares, its issued capital shall not at any time be less than 25 per cent of the share capital.

§98. Share Classes

(1)A company may, where so authorised by its articles, issue classes of shares.

(2)Shares shall not be treated as being of the same class unless they rank equally for all purposes.

§474. Company Restoration

(6) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the court on an application made by the company or member or creditor before the expiration of 20 years from the publication in the Gazette and in the local newspaper may, if satisfied that the company was at the time of the striking off carrying on business or in operation or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register.

(7) On a certified copy of the order being delivered to the Commission for registration, the company shall be deemed to have continued in existence as if its name had not been struck off.

(8) The court may, by order give such directions and make such provisions as it thinks just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.

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