The Business Registration Act, 1983

ACT Supple ment to theSierra Leone Gazette Vol. CXIV, No .76 dated 22nd December, 1983 THE BUSINESS REGISTRATION ACT, 1983 (No. 13 1983) Being an Act tore-enact with amendments the Business Registration Act, 1972 (Act No. 17 of 1972) [22nd December, i983] Date of com mencement. BE IT ENACTED by the President and Members of Parliament in this present Pariament assembled, as follows: 2 No. 13 Business Registration 1983 Iaterpreta 1. In this Act unless a contrary intention appears-tioa. "agent" includes a general commission agent, a commercial traveller, a manufacturer's representative whether or not engaged in or carrying on a trade, business, profession or vocation in Sierra Leone in the normal way so long as in addition thereto that person owns an exclusive right orotherwise is a sole distributor of specified products manufactured outside Sierra Leone under an agreement with a manufacturer or another person whether or not for gain or profit by way of commission or other wise; "business" means any trade, profession, including private professional practice or vocation carried on or exercised in Sierra Leone for any period oftime, whether ornot carried on orexercised through aper manent establishment or an agent or otherwise; "Commissioner"has the same meaning as assigned to it under the Income Tax Act (Cap. 273); "manufacturer's representative" includes a roving agent a generalcommission agent,a commercial traveller orsuch other agent whether or not having or not operating from aregistered,established or known officeorplace of business in Sierra Leone; "Minister" means the Minister responsible for Finance; "permanent establishment" has the same meaning as assigned to it under the Income Tax Act (Cap.273); "prescribed" means prescribed by rules made under section 15 ofthis Act; "proprietor" means any person who manages or owns a business and includes a person in private pro fessional practice; and "Registrar" means the Administrator and Registrar General and includes anyDeputy Administrator and Registrar-General and also, any other public officer duly authorised in writing in that behalf by Obigation the Administrator and Registrar-General. toreistet 2. Subjectto the provisions ofthis Act, no person shallcarry on license any business unless the business has been validly registered andSusiocas. licensed in accordance with the provisions of this Act. No. 13 Business Registration 1983 3 3.(1)The proprictor of every business required to be regis- ppliocation tered or licensed under this Act, shall make an applicatön for that tor registra purpose in the prescribed form to the Registrar. tion and licensing. (2) The application shall be accompanicd by a statement in writing issued by the Commissioner ofIncome Tax cer tifying that the proprietor has discharged all his legal obligations under the Income Tax Act (Cap.273) (3) Without prejudice to the general effect of subsection (1) of this section, the prescribed form shall contain the follow ing particulars- (a)the name,address and nationality ofthe proprietor; (6) the name, address and nationality (if any)of the business where different from those of the pro prietor; ()particulars of branches of the business in Sierra Leone; (d) the nature of the business; (e)the date of commencement of the business if the business is already in existence; )if the business is already registered,or in the caseot an application for a licence,the date ofregistration of the business; (e)the capital employed in the business; (h) the turnover of the business; (i)if the business is in the nature of a partnership ora company,the name, address and nationalityof each partner or shareholder and the contribution ofeach partner or shareholder as the case may be, to thecapital ofthe business;and )such other particulars as may be prescribed. (4) A copy of every application made under this section shall beforwarded to the Commissioner of Income Tax by the prop*ietor.

Registratioa Registrar is satisfied- of business. ( ) that the particulars contained in the application are correct and sufficient, (6)that the provisions of this Act have been fully complicd with, and ()that the busincss is registrableand licensable under the provisions of this Act, No. 13 Business Registration 1983 Certificate of registration and the licence. he shall,upon payment to him of the prescribed fee, register or, as the case may be, license the business and make entries thereof in a register kept by him for that purpose. (2) In every case where the application for the registration and licensing of a business or for the renewal ofits licence is accom paincd bya valid written statement issued by the Commissioner of Income Tax as required by section 3 of this Act, the Registrar shall, upon paymentto him of the prescribed fee, register and licence the business or as the case may be, renew its licence. (3) Where in the opinion of the Registrar the business is not registrable and licensable under the provisions of this Act, the Registrar shallnot refuse orrejec.the application for registration and licensing of a business or, asthe case may be, for the renewal ofits licence except after consulation with the Commissioner of Income Tax and,where necessary, with the concurrence of the Minister. (4) For the purpose of satisfying himself in accordance with subsection (1) of thissection, the Regi.trar may call upon any proprietor, partner, shareholder or former partner or shareholder to supply him with such further information as he may think fit and may require the books and accounts of the business to be produced or inspection. (5)Subject to the provisions ofsubsections (2) and (3)of this section, where the Registrar refuses to register a business orto grant a licence to it for any reason whatsoever, any proprietor affec led by the refusal shall have a right of appcal to the High Court against the decision of the Registrar: Provided that written notice ofappeal shallbe given by the appellant to the Regist ar at least twenty-eight days prior to the hearing of the appeal. (6) Upon any such appeal,theHigh Court may makesuch order as it thinks fit confirming,rescinding orvaryingthe decision of the Registrar and upon such terms and conditions as it thinks fit.

(1) Upon the registration or the licensing of any businessunder section 4 of this Act, the Registrar shall,forthwith, deliver to the proprietor of the business, a certificate of registration or, as the case may be, a licence of that business. (2) The certificate ofregistration orthe licence shall be pre pared in triplicate the originalcopy of which shallbe forwarded to the proprietor, theduplicate copy to the Commissioner of Income Tax and the triplicatecopy shall be 1etained by the Registrar. (3) The certificate of registration or the licence or a cer tified copy thereof shall be kept exhibited in a conspicuous position at a principal place in which the business is carried on and, if not so exhibited, theproprietor of the business, and, if there is more than No, 13 Business Reglstration 1983 5 one proprietor, each ofthem shall be guilty of an offence and shall, upon sümmary conviction, be liableto a fne not exceeding two hundred leones.

(1) Every licence issued under this Act shall be renewed Annualreannually, not later than the 31st day of January of every yoar and gistration,.re shall become invalid unless so renewed. (2) For the purpose of obtaining a renewal ofa licence, the proprietor shall submit an application to the Registrar in the pre scribed form, not later than the 7th day ofJanuary in each year. (3) The provisions ofsections 3 and 4 ofthisAct shall apply to an application for renewal under this section.

Upon receipt of an application for renewal of a licence licences.under section 6 of this Act, theRegistrar, if satisfied- (a) that the particulars contained in tae application are correct and sufficient,and (6) that the provisions of sections 3 and4 ofthis Act have been complied with, shall,upon payment to him of the prescribed fee, issue a licence in the prescribed form which shall bevalid fora period commencing on the lst day of January and ending onthe 31stday of December and he shall make a record ofthe renewal in the register.

Where any change has been made orhas occured in any of Change ofthe particulars contained in any application made under this Act, par the proprietor shall, except where he has been exempted from so tion to be in applica doing by any rulemade under section 15of this Act, within fourteen notifñed. days after the day on which the change was made or occured, deliver to the Registrar and to the Commissioner of Income Tax awritten statementofthe particulars of the change.

The Accountant-General or any other public officer desig- Aocountantnated by him, may collect and receive the prescibed fees on behair General authorisedof the Registrar in respect ofany registration, or licence or renewal tocollect thereof under this Act. foes.

Where the Registrar refuses for just cause to register and Power oflicenscany busincss under the provisions of section 4of this Act, or to Registrar to rencw any licence in accordance with the provisions of section 7 of Set-ottees this Act, he may retain any fecs paid in respoct of any application for Come tax on against in the registration and licensing or renewal as a set-off against any refusal to income tax that may be owed bythe applicant under the provisions register orof-the Income Tax Act (Cap. 273). licence. to renew D 4 Certificate of registration and the licence. No.13 Business Registration he shall, upon paymentto him of the prescribed fee,register or, asthe case may be, license thebusiness and make entries thereof in a register kept by him for that purpose. (2) In every case where the application for the registration and licensing of a business orfor therenewal of its licence is accompained by a valid written statement issued by the Commissioner of Income Tax asrequired by section 3 of this Act, the Regist ar shall,n payment to him of the prescribed fee, register and licence the business or as the case may be,renew its licence. (3) Where in the opinion ofthe Registrar the business is notreoistrabie and licensable under the provisions of this Act. the Registrar shall not refuse orrejec. the application forregistrationand licensing of a business or, asthe case may be, for the renewal of its licence except after consulation with the Commissioner of Income Tax and, where necessary, with the concurrence of the Minister. (4) For the purpose of satisfying himself in accordance with subsection (1)of this section, the Regitrar may all upon any proprietor, partner, shareholder or former partneror shareholder to supply him with such further information as he may think fit and may require the books and accounts of the business to be produced or inspection. (5) Subject to the provisions ofsubsections (2) and (3)of this section, where the Registrar refuses to register a business or to granta licence to it for any reason whatsoever, any proprietor affec led by the refusal shall have a right of appeal to the High Court against the decision of the Registrar: Provided that written notice of appeal shall be given by the appellant to the Registtar at least twenty-eight days prior to the bearing of the appeal. (6) Upon any such appeal, the High Court may make such order as it thinks fit confirming, rescinding or varying the decision of the Registrar and upon such terms and conditions asit thinks fit. 5. (1) Upon the registration or the licensing of any business under sectíon 4of this Act, the Registrar shall, forthwith, deliver to the proprietor of the business, a certificateof registration or, as the case may be, a licence of that business. (2) The certificateof registration or the licence shall be pre pared in triplicate the original copy of which shall be forwarded to he proprietor, the duplicate copy to the Commissioner of Income and the triplicatecopy shall be etained by the Registrar. (3) The certificate of registration or the licence or a cer ined copy thereof shall be kept exhibitcd in a conspicuous position inCipalplace in which the business is carried on and, if not so CXnibited, theproprietot of the business, and, if there is more than No, 13 Business Registration 1983 5 One proprietor, cach ofshem shall be guilty ofan offence and shall, upon summary conviction, be liableto a fine not exceeding two hundred leones. O . ()Every licence issued under this Act shall be renewed Annualre annually, not later than the 31st day of January of every yoar and newal of re shallbecome invalid unless so renewed. gistration. (2) For the purpose of obtaining a renewal ofa licence, the proprietor shall submit an application to the Registrar in the pre scribed form, not later than the 7th day of January in each year. (3) The provisions of sections3and 4 of this Actshall apply to an application for renewal under this section. I. Opon receipt of an application for renewal of a licence Renewal or under section 6 of this Act, theRegistrar, if satisfied licences. (a) that the particulars contained in thae application are correct and sufficient, and (6) that the provisions of sections 3and 4 of this Act have been complied with, shall, upon payment to him of theprescribed fee, issuea licence in the prescribed form which shallbe valid fora period commencing on the1stday of January and ending on the 31stday of December and he shall makea record ofthe renewal in the register. 8. Whereany change has been made or has occured in any of Change of the particulars contained in any application made under this Áct, particulars the proprietor shall, except where he has been exempted from so nappiication to be doing by any rule madeunder section 15 ofthis Act, within fourteen notiñed. daysafter the day on which the change was made oroccured, deliver tothe Registrar and to the Commissioner of Income Tax a written statementof the particulars of the change. 9. The Accountant-General or anyother public officer desig- Aocountant nated by him, may collect and receive the prescibed fees on behaf General authorised of the Registrar in respect of any registration,or licence or renewal to colect thereof under this Act. fees. 10. Where the Registrar refuses for just cause to register and Power of licenseany business under the provisions ofsection4 of this Act, or to Registrar to renew any licence in accordance with the provisions of section 7 of set-off fees against in this Act, he may retain any fees paid in respect of any application for come tax on the registration and licensing or renewal as a set-off against any refusal to income taxthatmay be owed by the applicant under the provisions register or of-the Income Tax Act (Cap. 273). license. to renew 6 No. 13 Business Registration 1983 Power of 11. ()The Registrar may, for good cause, canccl any registra Roistrar to tion or licencc cffcctcd or grantcd under this Act and strike the name canel rcgis of any busincss off the Register. tration. (2) Where the Registrar canccls the registration of a busi ness or its liccncc after thc date of registration, grant or renewal as the casc nmay be, thc monies paid as fees under section 4or 7 of this Act, shall,in no circumstances be refundable tothe proprietor.

Notwithstanding any thing in this Act, the following businesses shall not be required to be registered or licensed under this Act (a) any business which is registrable and licensable under the provisions ofany other enactment where that enactment provides for the registration and licensing of the business as well as for the renewal annually of the licence of that business upon the payment of prescribed fees in respect of the regis tration and licensing and for the renewal of the licence; (6)any business carried on by a person who is ex emptedfrom incometax in respect of that business or whose incomne accrues or is derived from a business exempted from tax under the provisions of the Income Tax Act (Cap. 273) or any Order made thereunder; (c) any business, class or description of business exempted by the Minister by Order published in the Gazette. Powers of 13. Every proprietor of a business required to be registered or and Com Registrar licensed under this Act, shall permit the Registrar or the Com missioner of missioner of Income Tax or any person deputed in writing for that Income Tax purpose by either ofthem,to enterand inspect any premises on which to enter and the business is carried on or controlled or where the certificate of inspect business registration or the licence is exhibited and to carry out such in premises. vestigations as may be deemed necessary for carrying into effect any of the provisions of the Act. Penaity. 14, Any person who contravenes any of the provisions of this Act for which no penalty has been provided shall be guilty of an offence and shall,on summary conviction, be liable to a fine not excceding two thousand leones or to imprisonment for a term not Cxcecding five years or to both.

(1) The Minister may make rules (a) prescribing the form and manner in which applica tionsunder this Act are to be made; No. 13 Business Registration 1983 (b) prescribing the fees to be paid under this Act; (c) specifying conditions to be satisfied by pro prietors before registration or licensing of their business; (d) exempting the proprietor from the delivery of any particularsrequired to be delivered under scction 8 of this Act; (e) generally for carrying into effect the purposes of this Act. (2) Rules madeunder this section may prescribe in respect ofany contravention of such rules, any penalty not exceeding a fine of one thousand leones or a term of imprisonment for one year or both; and may also prescribe in relation to a continuing offence, an additional penalty of any fire not exceeding twenty leones for each day on which theoffence continues.

(1)Where an ofence is committed under this Act or underany rule made thereunder by a body of persons, then (a) in the case of a body corporate, any person who, at the time ofthe act constituting the offence was a director or officer of that body, shall be deemed also to be guilty of the offence; and (b) in the case of a firm, every person who at the time ofthe commission of the offence constituting the offence was a partner or oficer of that body, shall be deemed to be guilty of that offence. (2) No person shall be deemed to be guilty ofan offence by virtue ofthis section if he proves thatthe actin respect ofwhich he is charged wascommitted by some other person without his knowledge or connivance and that he exercised all due diligence to prevent the commission of the ofence having regard to all the circumstances.

(a) the Business Registration Act, 1972 (Act No. 17 of 1972). (b)the Business Registration (Amendment) Act, 1973 (Act No. 18 of 1973), and (c) the Business Registration (Amendment) Act, 1976(Act No. 28 of 1976). (2) Notwithstanding the repeals affected by subsection ()of this section, and without prejudice to the provisions of sec ns 18 and 19 of the Interpretation Act, 1971 (Act No. 8 of 1971),- tences by bodies of persons. Repeal and savings. 8 No, 13 Business Registration 1983 (a) any rule or Order made under the Business Registration Act 1972 and in force immediately before the commencement of this Act, -shall continue in force as if made under the Gorres ponding provision ofthis Act, and (b) any registration, licence or renewal of licence effected or granted, or anything done under the said Act and in force immediately before the commencement ofthis Act shall be deemedto have been effcted or granted or done under the cor responding provision of this At. Passed in Parliament this 20th day of October, in the year of our Lord one thousand nine hundred and eighty-three. C.B. FOFANA, Acting Clerk f Parliament. THIS PRINTED IMPRESSION has been carefuly compared by me with the Bill which has passed Parliament and found by me to be atrug and correctly printed copy of the said Bill. C. B. FOFANA, Acting Clerk of Pålšament PRINTED BY THE GoveRNMENT PRINTING DEPARTMENT IERRA.LEONE, GAZETTE No. 76 oF 22ND DgCEMBER,| 1983