Law library · Sierra Leone · The Companies Act, 2009
Section 183, The Companies Act, 2009
In forceThe Companies Act, 2009, Sierra Leone
(1) Every public company shall, within a period of 6months from the date of its incorporation hold a general meeting of
the members of the company (in this Act referred to as “the statutory
meeting”).
(2) The directors shall, at least 21 days before the day on
which the statutory meeting is held, forward to every member of the
company the statutory report (in this Act referred to as the “statutory
report”).
(3) The statutory report shall be certified by not less than
2 directors or by a director and the secretary of the company and
shall state–
(a) the total number of shares allotted,
distinguishing shares allotted as fully or
partly paid up otherwise than in cash, and
stating in the case of shares partly paid up
the extent to which they are so paid up, and
in either case the consideration for which
they have been allotted;
(b) the total amount of cash received by the
company in respect of all the shares allotted,
distinguished;
(c) the names, addresses and descriptions of the
directors, auditors, managers, if any, and
secretary of the company;
(d) the particulars of any pre-incorporation
contracts together with the particulars of any
modification or proposed modification of the
contracts;
(e) any underwriting contract that has not been
carried out and the reasons for that;
(f) the arrears, if any, due on calls from every
director;
(g) the particulars of any commission or
brokerage paid or to be paid in connection
with the issue or sale of shares or debentures
to any director or to the manager.
(4) The report shall also contain an abstract of the receipts
of the company and of the payments made from them up to a date
within 7 days of the date of the report, exhibiting under distinctive
headings the receipts of the company from shares and debentures
and other sources, the payments made from such receipts and
particulars concerning the balance remaining in hand, and an account
or estimate of the preliminary expenses of the company.
(5) The statutory report shall, so far as it relates to-
(a) the shares allotted by the company;
(b) the cash received in respect of such shares;
(c) the receipt and payments of the company on
capital account,
be certified as correct by the auditors of the company.
(6) The directors shall cause a copy of the statutory
report, certified as required by this section, to be delivered to the
Commission for registration forthwith after the sending of copies to
the members of the company.
(7) The directors shall cause a list showing the names,
descriptions and addresses of the members of the company, and the
number of shares held by them respectively, to be produced at the
Statutory
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commencement of the meeting and to remain open and accessible to
any member of the company during the continuance of the statutory
(8) The members of the company present at the statutory
meeting shall be at liberty to discuss any matter relating to the
formation of the company, and its commencement of business or
arising out of the statutory report.
(9) Any member who wishes a resolution to be passed
on any matter arising out of the statutory report shall give further 21
days’ notice from the date on which the statutory report was received
to the company of his intention to propose such a resolution.
(10) The statutory meeting may adjourn from time to time
and at any adjourned meeting any resolution of which notice has
been given in accordance with the articles, either before or subsequent
to the former meeting, may be passed, and the adjourned meeting
shall have the same powers as an original meeting.
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