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.
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(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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