Law library · Sierra Leone · Cap 249
Fifth Schedule., Cap 249
Status not yet checkedCap 249, Sierra Leone
FoRM oF ANNUAL RETURN OF A CoMPANY HAVING A SHARE CAPITAL.
Annual Return of the .............................. Company, Limited, made up to the
.................................... day of... ........................... 19 ...... (being the fourteenth day after the
date of the first or only ordinary general meeting in 19 ...... ).
The address of the registered office of the Company is as follows-
Summary of Share Capital and Shares.
Nominal Share
into* Capital £..................... divided { £:::::::::::::: :~~:~~~ of. ................. .
Total number of shares taken up* to the ................ .. ... shares of... ......
day of... ................19 .. , being the date of £ ....................... each.
the return (which number must agree with
the total shown in the list as held by existing
members).
Number of shares issued subject to payment
wholly in cash.
Number of shares issued as fully paid up
otherwise than in cash.
Number of shares issued as partly paid up to
the extent of... ........................... per share otherwise
than in cash.
t Number of... ..................... shares (if any) issued at
a discount.
Total amount of discount on the issue of £ ...
shares which has not been written off at
the date of this Return.
0 . *Where there are shares of different kinds or amounts (e.g., Preference and
rdmary or £1 and ls.) state the number and nominal values separately.
t If the shares are of different kinds, state them separately.
Sec. 106 and
317.
2886 Cap. 249] Companies
----------------------------·-----------------------
* There has been called up on each of... .................... .
* There has been called up on each of. ...................... .
* There has been called up on each of. ...................... .
t Total amounts of calls received, including
payments on application and allotment.
Total amount (if any) agreed to be considered
as paid on ........................ shares which have been
issued as fully paid up otherwise than in
cash.
Total amount (if any) agreed to be considered
as paid on ........................ shares which have been
issued as partly paid up to the extent of
........................ per share otherwise than in cash.
Total amount of calls unpaid ...
Total amount of the sums (if any) paid by way
of commission in respect of any shares or
debentures or allowed by way of discount in
respect of any debentures since the date of
the last Return.
Total number of shares forfeited
Total amount paid (if any) on shares forfeited
Total amount of shares for which share
warrants to bearer are outstanding ...
Total amount of share warrants to bearer
issued and surrendered respectively since
the date of the last Return.
Number of shares comprised m each share
warrant to bearer.
Issued£ ................................... .
Surrendered£ ................................... .
Total amount of the indebtedness of the £ ........................... .
Company in respect of all mortgages and
charges of the kind which are required to be
registered with the Registrar of Companies
under the Companies Ordinance.
*Where various amounts have been called, or there are shares of different kind
state them separately.
t Include what has been received on forfeited as well as on existing shares.
• Companies [Cap. 249
Copy of last audited Balance Sheet of the Company.
NoTE.-Except where the Company is a "Private Company" within
the meaning of section 27 of the Companies Ordinance, this Return must
include a written copy, certified by a Director or by the Manager or Secretary
of the Company to be a true copy, of the last balance sheet which has been
audited by the Company's auditors (including every document required by
law to be annexed thereto) together with a copy of the report of the auditors
thereon (certified as aforesaid), and if any such balance sheet is in a foreign
language there must also be annexed to it a translation thereof in English
certified in the prescribed manner to be a correct translation. If the said
last balance sheet did not comply with the requirements of the law as in
force at the date of the audit with respect to the form of balance sheets
there must be made such additions to and corrections in the said copy as
would have been required to be made in the said balance sheet in order to
make it comply with the said requirements, and the fact that the said copy
has been so amended must be stated thereon.
Private Company.
Certificates to be given by a Private Company.
(a) " I certify that the Company has not since the date of the last*
Annual Return issued any invitation to the public to subscribe for any
shares or debentures of the Company."
(Signature)
(State whether Director or Secretary.)
(b) Should the number of members of the Company exceed fifty the
following certificate is also required-
" I certify that the excess of members of the Company above fifty
consists wholly of persons who are in the employment of the Company
and/or of persons who, having been formerly in the employment of
the Company were while in such employment, and have continued
after the determination of such employment to be, members of the
Company."
(Signature)
(State whether Director or Secretary.)
NoTE.- Banking companies must add a list of all their places of business.
The Return must be signed at the end by a Director or by the Manager
or Secretary of the Company.
Delivered for filing by .............................................................................................................................. ..
Particulars of the Directorst of the ............................................................................................ ..
Company, Limited, at the date of the Annual Return.
* In the case of the first Annual Return strike out the words " last Annual Return "
and substitute therefor the words "Incorporation of the Company."
t " Director " includes any person who occupies the position of a Director by
whatever name called and any person in accordance with whose directions or instructions
the Directors of a Company are accustomed to act.
2888 Cap. 249] Companies
*The present Any former Nationality
Christian Christian National- of origin (if Usual t Other business
Name or Name or ity. other than residential occupation, if any.
Names and Names or the present address. If none, state so.
Surname. Surname. nationality).
I I
* In the case of a Corporation its corporate name and registered or principal office
should be shown.
t In the case of an individual who has no business occupation but holds any other
directorship or directorships particulars of that directorship or of some one of those
directorships must be entered.
List of Persons holding Shares in the .............................. Company, Limited, on the .............................. day o£... ...........................19 ...... , and of Persons who
have held Shares therein at any time since the date of the last Return, or (in the case of the first Return) of the incorporation of the
Company, showing their Names and Addresses, and an Account of the Shares so held.
N.B.-If the names in this list are not arranged in alphabetical order, an index sufficient to enable the name of any person in the
list to be readily found must be annexed to this list.
Names, Addresses and Occupations. Accoimt of Shares.
•Particulars of Shares Transferred "Particulars of Shares Transferred
Folio in 1 Number since the date of the last Return, since the date of the last Return,
Register of Shares or (in the case of the first Return) or (in the case of the first Return)
Ledger, Christian Occupa- held by of the incorporation of the Com- of the incorporation of the Com- Remarks.
containing Surname. Address. existing pany, by persons who are still pany, by persons who have ceased
name. tion. Members. to be Members.particulars. Members
at date of
Number.•\ Number.' IReturn• Date of Registration Date of Registration
of Transfer. of Transfer.
(Signature) .................................... .
(State whether Director or Manager or Secretary)
1 The aggregate Number of Shares held, and not the Distinctive Numbers, must be stated, and the column must be added up throughout so as to make
one total to agree with that stated in the Summary to have been taken up.
• When the Shares are of different classes these columns may be subdivided so that the number of each class held, or transferred, may be shown separately.
Where any Shares have been converted into Stock the amount of Stock held by each member must be shown.
"The date of Registration of each Transfer should be given as well as the Number of Shares transferred on each date. The Particulars should be placed
opposite the name of the Transferor, and not opposite that of the Transferee, but the name of the Transferee may be inserted in the "Remarks" column
immediately opposite the particulars of each Transfer.
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Sec. 129.
Sec. 246.
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