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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 134 135 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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