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Law library · Sierra Leone · The Companies Act, 2009

Section 248, The Companies Act, 2009

In forceThe Companies Act, 2009, Sierra Leone

(1) Every company shall keep a register showing asrespects each director of the company (not being its holding company) the number, description and amount of any shares in or debentures of the company or any other body corporate, being the company’s subsidiary or holding company, or a subsidiary of the company’s holding company, which are held by or in trust for him or of which he has any right to become the holder (whether on payment or not); but the register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose, a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no member but that other and that other’s wholly-owned subsidiaries and its or their nominees. (2) Where any shares or debentures fall to be or cease to be recorded in the register in relation to any director by reason of a transaction entered into after the commencement of this Act, and while he is a director, the register shall also show the date of, and price or other consideration for transaction that where there is an interval between the agreement for such transaction and the completion thereof, the date shown shall be that of the agreement. directors’ holdings. 184 185 (3) The nature and extent of a director’s interest or right in or over any shares or debentures recorded in relation to him in the register shall, if he so requires, be indicated in the register. (4) The company shall not by virtue of anything done for the purposes, be affected with notice of, or put upon inquiry as to the rights of any person in relation to any shares or debentures. (5) The register shall, subject to the provisions, be kept at the company’s registered or head office and shall be open to inspection during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection) as follows:– (a) during the period beginning 14 days before the date of the company’s annual general meeting and ending 3 days after the date of its conclusion, it shall be open to the inspection of any member or holder of debentures of the company; and (b) during that or any other period, it shall be open to the inspection of any person acting on behalf of the Commission. (6) In computing the 14 days and the 3 days mentioned in subsection (5) any day which is a Saturday or Sunday or a public holiday shall be disregarded. (7) Without prejudice to the rights conferred by subsection (5), the Commission may at anytime, request for the production to it of a copy of the register, or any part thereof. (8) The register shall also be produced at the commencement of the company’s annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting. (9) If default is made in complying with subsection (1) or (2), or if any inspection required under this section is refused, or any copy required under it is not sent within a reasonable time, the guilty of an offence and liable to a fine not exceeding Le3,000,000, and if default is made in complying with subsection (8), the company and every officer of the company who is in default shall be liable to a fine not exceeding Le3,000,000. (10) If any inspection required under this section is refused, the court may, by order, compel an immediate inspection of the register. (11) For the purposes of this section– (a) any person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company; and (b) a director of a company shall be deemed to hold or to have an interest or right in or over, any share or debenture if a permanent representative of the body corporate other than the company holds them or has that interest or right in or over them, and either– (i) that permanent representative is accustomed to act in accordance with the directions or instructions; or (ii) he is entitled to exercise or control of one third or more of the voting power at any general meeting of that body corporate Secretaries

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