Section 23, The Companies Act, 2009

(1) The memorandum of every company shall state– (a) the name of the company; (b) that the registered office of the company shall be situated in Sierra Leone; (c) the nature of the business or businesses which the company is authorised to carry on, or if the company is not formed for the purpose of carrying on business, the nature of the object or objects for which it is established; (d) the restriction, if any, on the powers of the (e) that the company is a private or public company, as the case may be; Company limited by guarantee. Requirements with respect to memorandum of Unlimited have share (f) that the liability of its members is limited by shares or by guarantee or is unlimited, as the case may be. (2) If the company has a share capital– (a) the memorandum shall also state the amount of share capital– (i) not being less than Le1,000,000 in the case of a private company, 25 percent of which shall be taken by subscribers. (ii) not being less than Le50,000,000 in the case of a public company 25 percent of which shall be taken up by subscribers. (b) each subscriber shall write opposite to his name the number of shares he takes. (3) The memorandum of a company limited by guarantee shall also state that– (a) the income and property of the company shall be applied solely towards the promotion of its objects, and that no portion shall be paid or transferred directly or indirectly to the members of the company except as permitted by or under this Act; and (b) each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for the payment of the debts and liabilities of the company, and of the costs of winding-up, such amount as may be required not exceeding Le250,000 or such greater amount as the members may determine. (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.