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The Companies Regulations, 2015

Statutory Instrument No. 5 of 2015

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Contents

Preamble
Section 1 — Interpretation.
Section 2 — Hours of business.
Section 3 — Forms.
Section 4 — Documents to Commission.
Section 5 — Submission of documents and proof of payment.
Section 6 — Registered address.
Section 7 — Registration of company.
Section 8 — Proof of identity.
Section 9 — Registration and change of business name.
Section 10 — Use of “holding”, “national”, “international”, “Sierra Leone”.
Section 11 — Filing of resolutions.
Section 12 — Registration of notice of change of name.
Section 13 — Alteration to memorandum and articles of association.
Section 14 — Foreign nationals.
Section 15 — Increase in share capital.
Section 16 — Reduction of share capital.
Section 17 — Returns on allotment of shares.
Section 18 — Transfer of shares.
Section 19 — Refusal to inspect document.
Section 20 — Notice of charge.
Section 21 — Notice of satisfaction of a charge.
Section 22 — Notice of appointment of manager or receiver.
Section 23 — Notice of cessation to act.
Section 24 — Notice of change or appointment of director.
Section 25 — Notice of appointment or change of secretary.
Section 26 — Extension of time for annual general meeting.
Section 27 — Annual returns.
Section 28 — Change of accounting reference period.
Section 29 — Re-registration of company.
Section 30 — Winding up by court.
Section 31 — Member’s voluntary winding up.
Section 32 — Creditor’s voluntary winding up.
Section 33 — Certified true copy of companies document.
Section 34 — Request for approval to conduct transaction.
Section 35
Section 36 — Request for investigation.
Section 37 — Request for status report.
Section 38 — Time not stated.
Section 39 — False statements.
Section 40 — Repeated defaults.
Section 41 — Application of part.
Section 42 — Merger notification.
Section 43 — Documents to be submitted.
Section 44 — Additional information to be disclosed.
Section 45 — Failing company in merger.
Section 46 — Merger involving a small company.
Section 47 — Approval by Commission.
Section 48 — Post merger inspection.
Section 49 — Procedure and criteria of take over bid.
Section 50 — Rules on take over.
Section 51 — Amalgamation.
Section 52 — Procedures for amalgamation.
Section 53 — Official liquidator.
Section 54 — Intimation and notice to the Commission.
Section 55 — Scope of business combination regulations.
Section 56 — Notice of business combination.
Section 57 — Commission approval.
Section 58 — Submission of prospectus.
Section 59 — Form of prospectus.
Section 60 — Prohibition of dealing without approved prospectus.
Section 61 — Election to have prospectus.
Section 62 — Criteria for approval of prospectus.
Section 63 — Exemptions from disclosure.
Section 64 — Application for approval.
Section 65 — Procedure for approval.
Section 66 — Transfer of application for approval.
Section 67 — Supplementary prospectus.
Section 68 — Right of investor to withdraw.
Section 69 — Register of investors.
Section 70 — Listing application.
Section 71 — Securities formula.
Section 72 — Certificate of registration.

Preamble

THE COMPANIES REGULATIONS, 2015
PART I-INTERPRETATION

Section 1 — Interpretation.

PART II-–REGULATION OF FORMS, RETURNS AND OTHER
INFORMATION

Section 2 — Hours of business.

Section 3 — Forms.

Section 4 — Documents to Commission.

Section 5 — Submission of documents and proof of payment.

Section 6 — Registered address.

Section 7 — Registration of company.

Section 8 — Proof of identity.

Section 9 — Registration and change of business name.

Section 10 — Use of “holding”, “national”, “international”, “Sierra Leone”.

Section 11 — Filing of resolutions.

Section 12 — Registration of notice of change of name.

Section 13 — Alteration to memorandum and articles of association.

Section 14 — Foreign nationals.

Section 15 — Increase in share capital.

Section 16 — Reduction of share capital.

Section 17 — Returns on allotment of shares.

Section 18 — Transfer of shares.

Section 19 — Refusal to inspect document.

Section 20 — Notice of charge.

Section 21 — Notice of satisfaction of a charge.

Section 22 — Notice of appointment of manager or receiver.

Section 23 — Notice of cessation to act.

Section 24 — Notice of change or appointment of director.

Section 25 — Notice of appointment or change of secretary.

Section 26 — Extension of time for annual general meeting.

Section 27 — Annual returns.

Section 28 — Change of accounting reference period.

Section 29 — Re-registration of company.

Section 30 — Winding up by court.

Section 31 — Member’s voluntary winding up.

Section 32 — Creditor’s voluntary winding up.

Section 33 — Certified true copy of companies document.

Section 34 — Request for approval to conduct transaction.

Section 35

Prejudicial and oppressive conduct .ii

Section 36 — Request for investigation.

Section 37 — Request for status report.

Section 38 — Time not stated.

Section 39 — False statements.

Section 40 — Repeated defaults.

PART III- MERGERS, ACQUISITIONS, TAKE OVERS , AMALGAMATIONS
AND BUSINESS COMBINATIONS

Section 41 — Application of part.

Section 42 — Merger notification.

Section 43 — Documents to be submitted.

Section 44 — Additional information to be disclosed.

Section 45 — Failing company in merger.

Section 46 — Merger involving a small company.

Section 47 — Approval by Commission.

Section 48 — Post merger inspection.

Section 49 — Procedure and criteria of take over bid.

Section 50 — Rules on take over.

Section 51 — Amalgamation.

Section 52 — Procedures for amalgamation.

Section 53 — Official liquidator.

Section 54 — Intimation and notice to the Commission.

Section 55 — Scope of business combination regulations.

Section 56 — Notice of business combination.

Section 57 — Commission approval.

PART IV- PROSPECTUS

Section 58 — Submission of prospectus.

Section 59 — Form of prospectus.

Section 60 — Prohibition of dealing without approved prospectus.

Section 61 — Election to have prospectus.

Section 62 — Criteria for approval of prospectus.

Section 63 — Exemptions from disclosure.

Section 64 — Application for approval.

Section 65 — Procedure for approval.

Section 66 — Transfer of application for approval.

Section 67 — Supplementary prospectus.

Section 68 — Right of investor to withdraw.

Section 69 — Register of investors.

Section 70 — Listing application.

PART V-MISCELLANEOUS PROVISIONS

Section 71 — Securities formula.

Section 72 — Certificate of registration.

Schedules
STATUTORY INSTRUMENT
Supplement to the Sierra Leone Gazette Vol. CXLVI, No. 30
dated 12th November, 2015
STATUTORY INSTRUMENT NO. 5 OF 2015
Published 12th November, 2015
THE COMPANIES ACT, 2009
(ACT NO. 5 OF 2009)
THE COMPANIES REGULATIONS, 2015
In exercise of the powers conferred upon the Commission by
sections 494 and 530 of the Companies Act, 2009 the Commission
hereby makes the following Regulations -
PART I–PRELIMINARY
1. In these Regulations unless the context otherwise
requires–
“Act” means the Companies Act, 2009 (Act No. 5 of
2009);
“acquiree” means a person acquiring from a company
that is the object of an acquisition attempt;
“acquirer” means a company purchasing another
company in an acquisition;
“amalgamation” means the combination of one or more
companies into a new company;
“amalgamating companies” means two or more
companies which willingly unite to carry on their
business activities jointly;
“amalgamated company” means a newly formed union
of two or more amalgamating companies;
Interpretation
Short tittle
2 3
“company report” means a report containing the
information relating to a company as recorded by
the Corporate Affairs Commission in records kept
by the Commission;
“corporate complaince” means the act of being in
compliance with legislation, rules, regulations,
guidelines and ethical standards;
“issuer” means -
(a) in relation to an offer of transferable securities
to the public or admission of transferable
securities to trading on a regulated market
for which an approved prospectus is
required, a legal person who issues or
proposes to issue the transferable securities
in question, and
(b) in any other case, a person who issues
financial instruments;
“merger and acquisition” means a method by which
corporations legally unify ownership of assets
formerly subject to separate controls;
“non-equity transferable securities” means
transferable securities that are not equity securities;
“offer of transferable securities to the public” means
an offer of transferable securities to the public if
there is a communication to any person which
presents sufficient information on -
(a) the transferable securities to be offered, and
(b) the terms on which they are offered,
to enable an investor to decide to buy or to subscribe for
the securities;
“order” means an order of a court of competent jurisdiction;
“take over bid” or “lender offer” means a proposal made by one
company to purchase shares or stock of another company, in order
to acquire control thereof.
PART II - REGULATION OF FORMS, RETURNS AND OTHER
INFORMATION
2. The Commission shall be open to the public every working
day for the transaction of business between the hours of 9 a.m. and
3p.m. (save for public holidays) or such other period as the
Commission may from time to time determine and sufficiently bring
to the notice of the general public.
3. (1) The forms set out in the First Schedule of these
Regulations shall be used for submission of information required by
the Commission.
(2) Where a form in the First Schedule continues onto 2
or more pages, the following information must appear at the top of
each additional page -
(a) Company’s name;
(b) Company’s number; and
(c) date of submission.
(3) Any form in the First Schedule may be varied by the
Commission as the circumstances may require .
(4) Every application submitted to the Commission shall–
(a) comply with sub-regulation (2);
Hours of
business.
Forms.
4 5
(b) state legibly and with specific details the
information required to be brought to the
attention of the Commission for purposes of
filing, or for which an approval is being
sought; and
(c) be accompanied by the prescribed fee.
4. (1) All documents prepared for delivery, submission to
or registration with the Commission shall be legible and where a
document is required to be signed–
(a) the signature shall be an original signature,
or if electronic, be affixed to or logically
associated with other electronic data that may
be used to identify the signatory in relation
to the electronic message or document and
to indicate the signatory’s approval of the
information contained in the electronic
message or document;
(b) the full name of the signatory shall be legibly
typed, printed, stamped, or written below or
beside the original or electronic signature and
(c) the person signing the document shall state
the capacity in which his signature is
appended.
(2) The Commission may accept documents in electronic
form, and may specify the requirements, including any requirements
in respect of signature, that shall apply in the case of documents
provided in electronic form.
(3) Sub-regulation (1) shall apply to all documents
provided in electronic form subject to any modifications as may be
determined by the Commission under sub-regulation (2).
(4) All documents submitted, delivered to or registered
with the Commission shall be in English language or accompanied by
a certified English translation.
5. (1) Documents may be submitted to the Commission for
filing by electronic means, courier services or hand delivery.
(2) Where documents are submitted to the Commission
for filing by electronic or any other means, evidence of payment of
statutory fees or any other applicable fees shall be disclosed by
electronic means.
(3) Where documents are delivered to the Commission
by courier services, evidence of payment of statutory fees or any
other applicable fees shall accompany the documents.
(4) Except otherwise authorised and in respect of filing
of documents, all other payments to be made to the Commission
shall be done on invoices generated by the Commission which shall
represent the exact amount paid to the Commission.
(5) Any document required to be filed, submitted,
registered or recorded or any fact or information required or authorized
to be registered under the Act shall be submitted, filed, registered or
recorded within the time specified under the Act or these Regulations.
6. (1) Where an address is required in any document, the
address shall be an address in Sierra Leone that is physical and shall
be described in sufficient particulars as to make it traceable.
(2) Where a company intends to change its registered
business address it shall –
(a) submit the following documents to the
Commission–
Submission of
documents
and proof
of payment.
Registered
address.
Documents to
6 7
(i) resolution for change of registered
business address of the company
signed by a director and secretary o r
two directors;
(ii) a completed Notice of Change of
registered address as set out in form
247(4) in the First Schedule and ;
(b) pay the requisite fee.
(3) Notice of change of registered address shall be filed
with the Commission within 14 days of a resolution referred to in
paragraph (i) of sub-regulation (2).
(4) The Commission may at any time, physically verify
any address provided in any document purporting to be the
registered business address of the company or any other registered
address that may be required by the Commission.
7. (1). A person who wishes to apply for the registration of
of a company shall submit to the Commission a completed-
(a) Form AA as set out in the First Schedule in
the case of a local incorporation; and
(b) Form 485 as set out in the First Schedule in
the case of a foreign company.
(2) An application under subregulation (1) shall state
the name of the company as approved by the Commission and shall
be accompanied by -
(a) a signed Memorandum and Articles of
Association in accordance with section 23
of the Act, in the case of a newly
incorporated company;
(b) a copy of statute, charter or instrument under
which the company was incorporated, in the
case of foreign company and in such form as
specified in Form 32/211 in the First Schedule;
(c) statements required under paragraphs (c),
(d) and (f) of subsection (2) of section 32 of
the Act;
(d) a completed Form 32(E) as specified in the
First Schedule; and
(e) proof of payment of the appropriate fees as
specified in the Second Schedule.
8. (1). Every subscriber to a company and every person
appointed as a director of a company shall submit a valid proof of his
identity to the Commission.
(2) A valid proof of identity under subregulation (1) shall
in the case of –
(a) a Sierra Leonean citizen, be a copy of any of
the following -
(i) a valid Sierra Leonean passport;
(ii) a valid national driver’s licence;
(iii) a valid National Social Security and
insurance Trust card; and
(iv) a valid National Identification Card.
(b) a foreign national, be a copy of a valid
passport.
9. (1) The Registration of a company under the Act shall
be deemed to be a registration under the Registration of Business
Name Act, 2007 (Act No. 18 of 2007).
Registration
of company.
Proof of
identity.
Registration
and change
of business
name.
8 9
(2) The Commission shall prohibit or restrict the use of
any business name that is -
(a) the same as an existing name on the index of
company names or any registered business
name;
(b) identical to a company name or resembles
that name that it is likely to deceive except
where the company is in the process of
closing down and gives its consent; or
(c) misleading by its activities or undesirable,
offensive or against public policy.
(3) Where a person wishes to register a company’s name
he shall -
(a) obtain the approval of the Commission
for use of name if applying in person;
(b) submit to the Commission –
(i) a completed Form 28 as set out in
the First Schedule if applying in person;
(ii) a completed Form 30B as set in the First
Schedule: and
(iii) proof of payment of the appropriate
fees as specified in the Second Schedule.
.
10. (1) No company shall use the word-
(a) “holding” in its company’s name unless -
(i) an application is made to the Commission for use of the word showing
evidence of ownership of majority
shares in no less than two subsidiary
companies; or
(ii) a declaration is made by the directors of
the company that the company shall
acquire more than half of the nominal
value of the share capital of each of
two subsidiaries within 90 days of its
incorporation; and such approval is
granted by the Commission;
(b) “International’ in its company’s name unless
the company shows evidence that it operates
in at least one country other than Sierra
Leone; and approval is granted by the
Commission;
(c) “National” in its company’s name either used
at the start of or forms part of the
company’s name unless the company
demonstrates that it is pre-eminent or very
substantial in its field and working in
partnership with the Government of Sierra
Leone; and approval is granted by the
Commission;
(d) “Sierra Leone” in any part of the company ‘s
name implying a connection with a
government department, body or public
authority and the relevant body unless the
Company shows written proof of such
connection and approval is granted by the
Commission;
Use of
“holding”,
“national” ,
“international”,
“Sierra
Leone”etc
10 11
(e) “Municipal “or “council” in its company’s
name implying a connection with any
government Department, body or public
authority unless the relevant body confirms
that it has no objection and approval is
granted by the Commission;
(f) “Charter or Chartered” in its company’s
name unless–
(i ) it has the consent from the professional
body and the body confirms that it has
no objection; or
(ii) evidence is shown of the company’s
royal charter status in the case of an
existing company;
(g) “Co-operatives” in its company’s or
business name unless–
(i) the company or business is owned and
controlled by its members, customers
or employees;
(ii) membership is voluntary and open;
(iii) members participate in the economic
activity of the business; or
(iv) profit is distributed equally amongst
members or at least in proportion to
the extent each member has
participated in the business.
(2) Paragraph (f) of sub-regulation (1) shall not apply to
expressions such as ‘Air Charter’, ‘Chartered Flights’ or ‘Chartered
Travel’.
(3) In all instances where approval is sought from the
Commission, a name deemed unauthorized shall not be used unless
an approval is granted.
11. (1) Resolutions or documents delivered, submitted to or
filed with the Commission by a company having two or more directors
shall be signed by two directors or a director and the Company
Secretary.
(2) Sub-regulation (1) shall not apply to a one man
company.
(3) The resolution shall be signed by at least one director
and the Company Secretary in the case of a one man company..
(4) The prescribed filing fees to be paid to the
Commission shall be as set out in the Second Schedule
12. Where a resolution is passed for a company to change its
name the following shall be submitted to the Commission -
(a) a completed Form 30 as set out in the First
Schedule ;
(b) a copy of a special resolution passed in
respect of the change of name signed by a
director and secretary or two directors; and
(c) the original certificate of incorporation of the
company;
(2) Application for change of company name shall be
made to the Commission within 15 days of the passing of the special
resolution for change of name.
(3) The prescribed fee to be paid to the Commission for
change of name shall be as set out in the Second Schedule.
Filing of
resolutions.
Registration
of notice of
change of
name.
12 13
13. (1) A company wishing to alter its Memorandum and
Articles of Association shall -
(a) subject to sub- regulation (2) submit to the
Commission a copy of the special resolution
for alteration of its Memorandum and Articles
of Association signed by a director and
secretary or two directors and stating the
altered clauses and articles
(b) submit to the Commission a signed
Memorandum and Articles of Association
marked as “Altered” reflecting the altered
clauses and articles; and
(c) pay the prescribed fee as set out in the
Second Schedule.
(2) The special resolution of alteration of Memorandum
and Articles of Association shall be registered with the Commission
within 15 days of the passing of the resolution except where the
alteration relates to the business or object of the company in which
case it shall be registered with the Commission within 15 days after
the 28 days for application to court for cancellation of the alteration.
14. (1) For the purposes of company registration foreign
nationals may hold equity in any private business enterprise and
undertake any type of business in Sierra Leone.
(2) Foreign nationals serving as executive directors shall
submit to the Commission residence and work permit before
undertaking, in part or whole, any business enterprise in Sierra Leone.
15. (1) A company wishing to file notice of increase in its
authorized share capital, shall -
(a) submit to the Commission –
(i) a copy of the company resolution
authorizing the increase and signed by
a director and the Company Secretary
or two directors;
(ii) a completed Form 87 as set out in the
First Schedule; and
(b) pay the prescribed fee as set out in the
Second Schedule.
(2) Notice of increase in authorised share capital shall be
filed with the Commission within 7 days of passing the resolution
and the notice shall include information set out in subsection (4) of
section 87 of the Act,.
(3) Increase in authorised share capital shall not take
effect unless the directors submit to the Commission within six months
of filing the notice of increase, a statutory declaration that not less
than 25% of the share capital (including the increase) has been
issued.
(4) Where sub-regulation (3) is not complied with, the
increase shall have no effect and the company shall be required to
file a new notice of increase in the share capital.
16. A company wishing to reduce its share capital shall pay
the prescribed fee as set out in the Second Schedule and submit the
(a) a copy of the resolution of the Board
authorising the reduction in the share capital
of the company, signed by a director and
secretary or two directors stating the mode
of reduction;
(b) a certified true copy of the court order
confirming the reduction of share capital;
Alteration to
M&A.
Foreign
nationals.
Increase in
share capital.
Reduction in
share capital.
(c) evidence of publication of notice of
reduction of share capital if so directed by
the court;
(d) court-approved minutes of meeting of
company stating -
(i) amount of share capital;
(ii) number of shares into which share
capital is divided;
(iii) amount of each share and;
(iv) amount (if any) deemed to be paid on
each share at date of registration; and
(e) completed Form 89 as set out in the First
Schedule.
17. (1) A company wishing to file a return of allotment of
shares shall pay the prescribed fee as set out in the Second Schedule
and submit the following to the Commission–
(a) a completed Form 110 as set out in the First
Schedule;
(b) information on the amount paid;
( c ) in the case of shares allotted fully or partly
paid up other than in cash -
(i) a duly registered contract of sale or for
service or other consideration of which
allotment was made;
(ii) return stating the number and nominal
amount of shares so allotted, the extent
to which they are to be treated as paid
up and the consideration for which they
have been allotted; and
(iii) particulars of the valuation of consideration.
(2) Return of allotment shall be filed with the Commission
within one month of the allotment.
18. A company wishing to file a notice of transfer of shares,
shall pay the prescribed fee as set out in the Second Schedule and
submit the following to the Commission–
(a) the application for approval for the transfer
of shares sought providing particulars of
transferor and proposed transferee and
details of shares intending to be transferred;
( b) a copy of proposed instrument of transfer;
(c) valid identification of proposed transferee in
the case of an individual and in the case of a
company or corporation, certificate of
incorporation; and
(d) a declaration signed by two directors or a
director and company secretary stating that
the requirements in respect of transfer of
shares as provided for in the Memorandum
and Articles of Association have been
complied with and that the transferee is
capable of holding shares.
19. (1) Pursuant to subsection (2) of section 120 of the Act a
member of a company may inspect any document of the company
whether intending to file a law suit or not.
Returns on
allotment of
shares.
Transfer of
shares.
Refusal to
inspect
document.
14 15
(2) A member who is refused the right to inspect any
document of the company shall within seven days of the refusal
submit to the Commission a written notice of the refusal indicating-
(a) the company’s name and number of which
he is a member;
(b) the nature or type of document (s) requested
and date the request was made ;
(c) the manner in which request for access was
made and person to whom it was made;
(d) reasons (if any) for which the document was
requested; and
(e) reasons (if any) proffered for the refusal.
(3) After reviewing the notice referred to in subregulation (2) the Commission shall issue a directive to the company
stating the period within which the document shall be produced.
20. (1) A company wishing to file notice of a charge on a
company’s property or undertaking shall pay the prescribed fee as
set out in the Second Schedule and submit the following to the
Commission–
(a) a completed form 170 as set out in the First
Schedule;
(b) a certified true copy of the trust deed or
debenture by which the charge was created;
(c) copy of a court order where applicable.
(2) A notice of charge shall be filed with the Commission
within 21 days of the creation of the charge if it is created within
Sierra Leone and within 90 days if it is created outside Sierra Leone.
21. A company wishing to file notice of deed of release or
satisfaction of a charge shall pay the prescribed fee as set out in the
Second Schedule and submit the following to the Commission-
(a) a signed deed of release; and
(b) a completed form 177 as set out in the First
Schedule.
22. A company wishing to file notice of appointment of receiver
or manager shall pay the prescribed fee as set out in the second
Schedule and submit the following to the Commission–
(a) a completed Form 335 as set out in the First
Schedule;
(b) in the case of an appointment by the court–
(i) a certified true copy of the court order
appointing receiver or manager delivered
to the Commission within seven days
of the order; and
(ii) a copy of the summary of statement
received from the company or comment
thereon where receiver or manager is
appointed on behalf of holders of
debentures secured by floating charge;
(c) in the case of appointment under powers
contained in any instrument -
(i) deed of appointment; and
(ii) notice of appointment.
23. A person wishing to file notice of cessation to act as receiver
or manager shall submit to the Commission–
charge.
satisfaction
of a charge.
Appointment
of manager
or.
cessation to
act.
16 17
(a) a completed Form BB as set out in the First
Schedule; and
(b) an abstract of the aggregate amount of
receipts and payments during the relevant
periods between the date of his appointment
and the date of his cessation to act.
24. (1) A company wishing to file notice of change in
directorship shall pay the prescribed fee and submit the following to
the Commission–
(a) the resolution removing or appointing the
director, signed by a director and Company
Secretary or two directors;
(b) a completed Form 247(4) and form 32/211 as
set out in the First Schedule ;
(c) a letter of consent of newly appointed
director (s);
(d) residence and work permit where the director
is not a Sierra Leonean but appointed an
executive director;
(e) resignation letter or letter of termination of
previous director where applicable;
(f) declaration that the new director is capable
of holding office; and
(g) copies of valid identification of the new
director in accordance with Regulations 8.
(2) Notice of removal or appointment of director shall be
filed with the Commission within 14 days after the passing of the
resolution for the removal or appointment of a director.
25. (1) A company wishing to file notice of appointment or
change of Company Secretary shall pay the prescribed fee as set out
in the Second Schedule and submit the following to the Commission-
(a) a copy of the resolution of Board of Directors
of the company signed by two directors; and
(b) a completed Form 247(4) as set out in the
First Schedule.
(2) Notice of appointment or change of Company
Secretary shall be filed with the Commission within 14 days of the
passing of the resolution.
26. A company wishing to apply for an extension of time within
which to hold an annual general meeting shall pay the requisite fee
and submit to the Commission a completed Form 185 as set out in
the First Schedule.
27. (1) A company wishing to file annual returns shall pay
the prescribed fee as set out in the Second Schedule and submit the
(a) in the case of a company limited by shares
other than a small company–
(i) a completed form 317 as set out in the
First Schedule and;
(ii) a copy of audited financial statement
signed by two directors and duly
certified by a chartered accountant
where applicable.
(b) in the case of a company limited by
guarantee–
change or
appointment
of director.
appointment
or change of
Secretary.
Extension of
time for
annual
General
meeting.
Annual
Returns.
18 19
(i) a completed form 318 as set out in the
First Schedule;
(ii) a copy of the audited financial
statement signed by two directors and
certified by a chartered accountant
where applicable;
(c) in the case of a small company–
(i) a completed form 319 as set out in the
First Schedule; and
(ii) the financial statement signed by two
directors.
(2) Every company to which these Regulations apply
shall file its annual return with the Commission immediately after 28
days of the holding of the annual general meeting.
28. (1) A company wishing to give notice of its accounting
reference period or change its accounting reference date shall pay
the prescribed fee as set out in the Second Schedule and submit to
the Commission a completed Form 284 as set out in the First Schedule.
(2) A company wishing to change its accounting
reference date shall submit to the Commission a completed Form 285
as set out in the First Schedule upon payment of applicable fee.
29. (1) A private company having a share capital wishing to
re-register as a public company shall in addition to fulfilling the
requirements of Section 45 of the Act, pay the prescribed fee as set
out in the Second Schedule and submit to the Commission a completed
Form 45 as set out in the First Schedule.
(2) A public company wishing to re register as a private
company shall in addition to fulfilling the requirements of section 46
of the Act, pay the prescribed fee as set out in the Second Schedule
and submit to the Commission a completed Form 46 as set out in
the First Schedule.
(3) A private limited liability company wishing to reregister as unlimited company shall in addition to fulfilling the
requirements of section 47 of the Act , pay the prescribed fee as set
out in the Second Schedule and submit to the Commission a completed
Form 47 as set out in the First Schedule
(4) An unlimited liability company wishing to re-register
as a company limited by shares shall in addition to fulfilling the
requirements of Section 48 of the Act , pay the prescribed fee as set
out inthe Second Schedule and submit to the Commission a completed
Form 48 as set out in the First Schedule.
(5) Where a company wishes to cancel a resolution for
re-registration and passes a special resolution to the effect, it shall
submit to the Commission a completed Form 46A as set out in the
First Schedule.
(6) Notice by a company for cancellation of a resolution
shall be submitted to the Commission.
30. (1) Where a company is wound up by the court the
company shall submit the following to the Commission–
(a) publication of notice of appointment of
liquidator in the Gazette or two daily
newspapers;
(b) liquidator’s notice of his appointment;
(c) liquidator ’s account of receipts and
payments at least twice in a year;
(d) certified true copy of court order for
dissolution of company; and
(e) updated annual return and liquidators report.
Change of
accounting
reference
period.
Re-registration of
Company.
Winding up
by court.
20 21
(2) A special resolution for winding up of a company
shall be filed with the Commission within 14 days after its passing.
(3) Notice of appointment of liquidator shall be filed with
the Commission within 14 days of his appointment.
(4) The liquidator’s account of receipts and payments
shall be in duplicate and verified by a statutory declaration.
(5) The order of court for dissolution of a company shall
be filed with the Commission within 14 days after the date of its
making.
(6) A company in the process of winding up by a court
and for which a person other than the official receiver has been
appointed liquidator shall notify the Commission of the appointment
by submitting to the Commission a completed form 367 and pay the
prescribed fee as set out in the Second Schedule.
(7) Any fees that may be required to be paid to the
Commission under this Regulation shall be paid by the company.
31. (1) Where a company is voluntarily wound up by its
members the following shall be submitted to the Commission–
(a) a statutory declaration of solvency duly
signed by majority of the directors and
embodying statement of the company’s
assets and liabilities;
(b) a copy of the special resolution for voluntary
winding up signed by a director and secretary
or two directors;
(c) proof of publication of notice in two local
newspapers;
(d) a copy of the resolution passed for
appointment of liquidator;
(e) a copy of the publication of notice of
appointment of liquidator in the Gazette or
two daily newspapers;
(f) a copy of the liquidator ’s notice of his
appointment;
(g) a copy of the publication of notice of final
meeting in the Gazette and at least two
newspapers one of which must be circulated
in the locality where the meeting is being
called; laid before and approved by the
meeting;
(h) the original certificate of registration (or
certified true copy where applicable) for
cancellation; and
(i) a copy of the updated annual return relating
to the company.
(2) The company shall pay the prescribed fee as set out
in the second Schedule when it submits the documents referred to in
sub-regulation (1).
(3) A statutory declaration of solvency shall be filed by
the company with the Commission within five weeks of its making.
(4) Special resolution for winding up shall be passed
within five weeks of the making of the statutory declaration of
solvency and filed with the Commission within 15 days of its passing
(5) Notice of appointment of liquidator shall be filed with
the Commission within 14 days of the appointment.
(6) Return of final meeting and account shall be filed
with the Commission within 7 days after the date of the final meeting.
Member’s
voluntary
winding up.
22 23
(7) The account shall be audited by the auditor of the
company unless the liquidator is qualified for appointment as auditor
of a public company or the company has resolved, on or after
appointment of the liquidator, that the account should not be audited
(8) Where the liquidator believes the company is not
able to pay its debt within the period stated in the statutory declaration
of solvency, he shall summon and lay before the meeting of the
creditors a statement of the assets and liabilities of the company
(9) Where winding up continues for more than one year
and the liquidator believes the company will not be able to pay its
debt within the period stated in the statutory declaration of solvency,
the liquidator shall–
(a) summon a general meeting of the company
and a meeting of the creditors–
(i) at the end of the first year from the
commencement of the winding up
(unless the meeting of creditors was
held within the three months before the
end of the first year), and at each
succeeding year; or
(ii) at the first convenient date within 3
months from the end of the year or such
longer period as the Commission may
allow; and
(b) lay before the meeting an account of his acts
and dealings and the conduct of the winding
up during the preceding year.
32. (1) Where a company is voluntarily wound up by its
creditors the following shall be submitted to the Commission–
(a) a copy of the publication of notice of the
resolution in the Gazette and two daily
newspapers;
(b) a copy of the resolution passed for voluntary
winding up; and
(c) a copy of the notice of appointment of
liquidator.
(2) The prescribed fee as set out in the Second Schedule
shall be paid when submitting the documents referred under subregulation (1).
33. Where a person wishes to acquire a certified true copy of
any company documents or certificates, the person shall submit to
the Commission a completed Form DD as set out in the First Schedule
and pay the prescribed fee as set out in the Second Schedule.
34. (1) When a request for approval to conduct a transaction
where a conflict of interest has been disclosed under subsection (3)
of section 236 of the Act, the following shall be submitted to the
Commission-
(a) an application from the company stating the
company’s name and number in which the
conflict of interest is disclosed;
(b) a signed copy of a resolution authorizing
members to seek the Commission’s opinion
or approval;
(c) a statement of particulars of the conflict of
interest that is disclosed;
(d) supporting documents relating to the conflict
of interest; and
Creditor’s
voluntary
winding up.
Certified true
copy of
Company’s
documents
Request for
approval to
conduct
transaction.
24 25
(e) any additional information that will assist the
Commission to determine whether or not to
approve the request.
(2) The prescribed fee as set out in the Second Schedule
shall be paid when submitting the documents referred under subregulation (1).
35. (1) A member of a company may apply to the Commission
pursuant to paragraph (a) of sub-section (2) of section 266 of the Act
to seek relief on the groundsof unfair prejudice and oppressive
conduct and shall submit the following documents to the Commission-
(a) an application stating the name of the
company, company number, details of
membership of the applicant and a copy of
share certificate;
(b) a statement of particulars of conduct of the
company considered to be oppressive or
unfairly prejudicial to the member whether or
not such conduct is an act or omission; and
(c) documents in support of the application for
relief.
(2) The person making an application under subregulation (1) shall pay the prescribed fee as set out in the Second
Schedule when submitting the documents.
36. Where any member of a company wishes the Commission
to investigate any behavior pursuant to subsection (3) of section 276
of the Act with respect to particular shares or debenture, the member
despite his membership, right or percentage of share shall submit the
(a) an application stating name and number of
the company;
(b) status of membership;
(c) a statement of particulars of the matter to be
investigated;
(d) a statement of details of members that are
affected; and
(e) any document in his possession that may
assist the Commission in its investigation.
37. An individual or firm wishing to be provided with a status
report of a registered company in respect of records held by the
Commission in relation to that company (except where such
information is held as confidential information) the individual or firm
shall pay the prescribed fee as set out in the Second Schedule and
submit to the Commission completed Form EE as set out in the First
Schedule indicating the period for which a report is required.
38. Where the Act does not expressly state the period within
which notice, resolution or information is to be submitted to the
Commission, such notice, resolution or information shall be submitted
to the Commission within 72 hours from the occurrence of the event
that is to be brought to the attention of the Commission.
39. Save as otherwise provided in the Act and in any report,
return, certificate, financial statement, prospectus, statement or other
document required by or for the purposes of the Act or these
Regulations, where any person makes any statement–
(a) which is false in a material particular and
knowing it to be false; or
(b) which omits any material facts knowing it to
be material, that person shall be in default
and liable to a fine to be determined by the
Prejudicial
oppressive
conduct.
Request for
investigation.
Request for
status report.
Time not
stated.
False
statements.
26 27
40. Where an officer of a company commits a breach or an
offence for which a fine has been imposed and that breach or offence
is committed twice within three years the company or officer or both
in default shall be liable to twice the amount of fine for such breach
in addition to any imprisonment which may be imposed.
PART III - MERGERS, ACQUISITIONS, TAKE-OVER
AMALGAMATIONS AND BUSINESS COMBINATIONS
41. This part shall apply to–
(a) public and private companies; and
(b) every merger, acquisition or combination
between or among companies, involving
acquisitions of shares or assets or ceding
control of another company.
42. Any person wishing to merge, acquire or combine
companies involving the acquisition of shares or assets or ceding
control of another company shall submit a merger notification to the
Commission which shall contain the following-
(a) a letter of intent signed by the merging
companies accompanied by board resolutions of the merging companies
supporting the merger;
(b) a detailed memorandum of the proposed
transaction including all the background
studies relating to the merger, and
justification for it which shall include the
following–
(i) detailed information about product lines
or operations of the companies;
(ii) a list of the major competitors in that
product market and the market position
or market share of each company;
(iii) the structure and organization of the
companies;
(iv) revenue information about the
operations of the companies;
(v) an analysis of the effect of the
transaction on the relevant market
including the post transaction market
position of the merging or resultant
company; and
(vi) evidence of liabilities of the acquirer and
copy of agreement reached in respect
of settlement of liabilities.
43. (1) An acquirer wishing to acquire a company shall pay
the prescribed fee as set out in the Second Schedule and submit the
(a) a copy of the special resolution passed
stating it has settled in full the liabilities of
the acquiree or that appropriate arrangements
have been made ;
(b) a declaration of corporate compliance of
companies in question including information on the following–
(i) statement of acquisition objective;
(ii) parties to the acquisition; and
(iii) the list of assets to be acquired and their
value (where applicable);
(c) as to the offer–
Repeated
defaults.
Application
Part.
Merger
notification.
Documents to
be submitted.
28 29
(i) the purchase consideration;
(ii) comparison of purchase consideration
with historical market price (where
applicable);
(iii) effect of the acquisition on the
management and employees of the
acquiree’s company;
(iv) terms and conditions of the acquisition;
(v) manner of acceptance;
(vi) response of dissenting shareholders (if
any);
(vii) source of funding the acquisition and
proof of the same; and
(viii) evidence that liabilities including
payment of creditors have been
addressed
(d) as to the acquirer–
(i) history and status of the business;
(ii) share capital and ownership structure;
(iii) director’s beneficial interest;
(iv) three or five years financial summary.
(e) as to the acquiree-
(i) history and status of the business;
(ii) share capital and ownership structure;
(iii) director’s beneficial interest;
(iv) three or five years financial
summary; and
(v) summary of claims and litigations and
material contracts.
(2) An acquirer under sub-regulation (1) shall comply
with post-approval requirements.
44. An acquirer under regulations 43 shall disclose to the
Commission the following additional information–
(a) the products or services that the merging
entities sell or provide in, into or from Sierra
Leone;
(b) for each identified product or service, the
geographic area (s) in Sierra Leone, in which
the merging entities shall sell;
(c) for each identified product or service, identify
and provide contact details of the top three
producers or providers in each identified
geographical area with the largest estimated
turn over in value, and their estimated share
of the total turn over during the last financial
year;
(d) for each identified product or service, the
turn over in each of the identified
geographical areas during the last financial
year;
(e) for each identified product or service, identify
and provide contact details for the merging
entities’ three customers in each of the
identified geographical areas with the largest
aggregate purchases in value during the
last financial year;
Additional
information
to be disclosed.
30 31
(f) the business relationship among the merging
entities in terms of the products or services
they sell to one another as well as the value
of those products and services sold during
the last financial year; and
(g) detailed information which shall also indicate
whether the merger will involve the following-
(i) transfer of all or part of the assets,
liabilities and manner of settlement,
other undertakings, including real and
intellectual property rights; and
(ii) terms and conditions of transfer of
shares or other interests.
45. Where a company involved in a merger transaction claims
that it is failing, the following documents shall be forwarded by the
acquirer to the Commission-
(a) financial information demonstrating that the
firm will be unable to meet its financial
obligations in future;
(b) information indicating that the failing
company would reasonably be expected to
exit the market unless the merger is
implemented;
(c) the last audited financial statement of the
companies ; and
(d) certificate of the incorporation of the merging
companies.
46. Where a party to a merger is a small company and is required
to notify the Commission of the merger the company shall submit the
following documents to the Commission-
(a) an extract of board resolutions of the merging
companies authorizing the merger duly
certified by a director and the company
secretary;
(b) a copy of the letter appointing the financial
adviser of the small company;
(c) letter of no objection from company’s sector
regulator. (where applicable); and
(d) the last accounts of the small company.
47. (1) Every merger or acquisition between or among
companies shall be subject to the prior review and approval of the
(2) Approval for mergers and acquisition shall be given
if, the Commission finds that–
(a) the acquisition, whether directly or indirectly,
the whole or any part of the equity or other
share capital or of the assets of another
company, is not likely to cause substantial
restraint of competition or tend to create
monopoly in any line of business enterprise;
(b) the use of such shares by voting or granting
proxies or otherwise shall not cause
substantial restraint of competition or tend
to create monopoly in any line of business
enterprise;
(c) though the contemplated merger is likely to
restrain competition, one of the parties to the
merger has proved that it is failing; and
Failing
company
in merger.
Merger
involving
a small
company.
Approval by
32 33
(d) sufficient evidence is put before the
Commission to show that all liabilities of
the acquiree have or shall be settled within a
reasonable period of time.
48. Six months after approval by the Commission, a postmerger inspection shall be carried out by the Commission to ascertain
the level of compliance with the provisions of the approval documents
and the following documents shall be forwarded by the merged
company to the Commission-
(a) copy of the first board minutes;
(b) copy of the amended Memorandum and
Articles of Association (where applicable);
(c) evidence of payment of severance benefits
of employees of the dissolved companies
where the same had not been paid;
(d) a copy of the final settlement of shareholders
and other creditors debts where the same
had not been settled;
(e) proof of issue of share certificates;
(f) proof of settlement of all debts;
(g) report of shareholders representatives on the
merger; and
(h) any other document that may be required by
the Commission from time to time.
49. (1) All holders of securities in the offeree Company of
the same class shall be afforded equivalent treatment.
(2) Where a person acquires control of a company the
holders of securities shall be protected.
(3) Holders of securities in the offeree company shall
have sufficient time and information to enable them to reach an
informed decision on the bid.
(4) When advising the shareholders, the board of the
offeree company shall give its views on the effects of implementation
of the bid on employment, conditions of employment and the location
of the place of business.
(5) The board of an offeree company shall act in the
interest of the company as a whole and shall not deny the holders of
securities the opportunity to decide on the merits of the bid.
(6) False markets shall not be created, whether in the
securities of the offeror, offeree or other company concerned in the
bid.
(7) An offeror may announce a bid only if it has ensured
that it can meet in full any cash consideration payable and after
taking all reasonable steps to secure the implementation of any other
type of consideration.
(8) The offeree company shall not be hindered in the
conduct of its affairs by the bid for longer than is reasonable.
50. (1) The following shall be the rules for take overs–
(a) when a person or group acquires interests in
shares carrying 40% or more of the voting
rights of a company, they shall make a cash
offer to all other shareholders at the highest
price paid in the 12 months before the offer
was announced (40% of the voting rights of
a company is treated by this Regulation as
the level at which effective control is
obtained);
Post-Merger
inspection.
Procedure
and criteria
bid.
Rules on take
over.
34 35
(b) when interests in shares carrying 10% or more
of the voting rights of a class have been
acquired by an offeror (i.e. a bidder) in the
offer period and the previous 12 months, the
offer shall include a cash alternative for all
shareholders of that class at the highest price
paid by the offeror in that period and if an
offeror acquires for cash any interest in
shares during the offer period, a cash
alternative shall be made available at that
price at least;
(c) if the offeror acquires an interest in shares in
an offeree company (i.e. a target) at a price
higher than the value of the offer, the offer
shall be increased accordingly;
(d) the offeree company shall appoint a
competent independent adviser whose
advice on the offer shall be made known to
all the shareholders, together with the opinion
of the board;
(e) favourable deals for selected shareholders
shall be banned;
(f) shareholders shall be given the same
information;
(g) those issuing takeover circulars shall include
statements taking responsibility for the
contents;
(h) profit forecasts and asset valuations shall
be made to specified standards and shall be
reported on by professional advisers;
(i) misleading, inaccurate or unsubstantiated
statements made in documents or to the media
shall be publicly corrected immediately;
(j) actions during the course of an offer by the
offeree company which might frustrate the
offer shall be prohibited unless shareholders
approve the plans;
(k) stringent requirements shall be laid down for
the disclosure of dealings in relevant
securities during an offer; and
(l) employees of both the offeror and the offeree
company and the trustees of the offeree
company’s pension scheme shall be informed
about an offer.
(2) The offeree company’s employee representatives and
pension scheme trustees shall have the right to have a separate
opinion on the effects of the offer on employment appended to the
offeree board’s circular or published on a website.
51. (1) Regulations 52 to 57 shall apply to public and private
companies
(2) Where a public company’s securities have been –
(a) admitted to the official list at any time; and
(b) published on a regular basis for a continuous
period of at least six months or subject to a
marketing arrangement in the previous 4
years;
it is required to file a prospectus for the issue of securities in Sierra
Leone in the previous 4 years;
Amalgamation.
36 37
(3) No company shall be involved in the amalgamation
process unless it complies with corporate requirements.
52. (1) The procedure for an amalgamation, where company
A and company B are in the process of being amalgamated with
company C shall be as follows–
(a) the Board meeting of individual companies,
company A and company B shall propose for
the amalgamation with company C;
(b) the proposal for the amalgamation shall be
forwarded to company C by company B;
(c) the Board meeting of company C shall
consider the proposal and effect for the
amalgamation, the Board shall approve the
proposal of company A and company B;
(d) subsequently, company C. shall inform the
fact that it has accepted the proposal to
company A. and company B;
(e) after consultation with company A and
company B company C shall appoint the
valuers and a person who shall handle the
corporate matters;
(f) the valuer shall determine the fair share
exchange ratios of the companies; and
(g) after valuation, the valuers shall submit their
Valuation Report of shares of all the
companies to the Commission.
(2) The following documents shall be submitted to the
Commission for its consideration and approval–
(a) an explanatory statement;
(b) a copy of the scheme for the amalgamation;
(c) the share exchange ratios approved by the
Boards of all the companies and specified in
the scheme for the amalgamation.
(3) An application for amalgamation shall be by motion
to the Court praying for an order to call, hold and conduct a meeting
under a scheme for the amalgamation and such order shall be enclosed
with the application.
(4) An order made by a court under sub-regulation (3),
shall provide for–
(a) the date, time and venue of the meeting;
(b) the appointment of the chairman of the
meeting;
(c) the time limit within which the chairman of
the meeting shall submit his report to the
court;
(d) the advertisement of the notice of the
meeting; and
(e) any other directions as the court thinks
expedient in relation to the calling, holding
and conducting of the meeting.
(5) On receipt of the order of the Court, notice of the
meeting shall be drawn up and the following documents shall be
circulated–
(a) a copy of the scheme of amalgamation;
Procedures
fo r
amalgamation.
38 39
(b) an explanatory statement prepared; and
(c) companies proxy form where proxies are
allowed under the Memorandum and Articles.
(6) Advertisement of the notice of the meeting shall be
given in accordance with the court order.
(7) The chairman of the meeting shall submit his report,
on the decision taken at the meeting on the scheme of amalgamation,
to the Court.
(8) Before making an order for the dissolution of
company A and company B, the Court shall appoint an Official
Liquidator who, on scrutiny of the books and papers of companies
A. and B, shall make a report to the court that the affairs of the
companies have not been conducted in a manner prejudicial to the
interests of their members or to the public.
(9) After considering the report made by the Official
Liquidator and other matters, the court shall make an order for the
dissolution of Company A and Company B, the transferor companies,
without winding up.
(10) A copy of every order made by the court under this
Regulation shall be annexed to every copy of the Memorandum or
instrument constituting or defining the constitution of the company.
(11) Every order made by the court under this Regulation
shall be registered with the Registrar within seven (7) days of the
making of the order.
53. (1) The Official Liquidator appointed by the court under
sub-regulation(8) of Regulation 52 shall be responsible to scrutinize
the books and papers of company A. and company B, and thereafter
make a report to the court that the affairs of the companies have not
been conducted in a manner prejudicial to the interests of their
members or to the public.
(2) The Official Liquidator may, for the purpose of making
a report to the court under sub-regulation (1), employ other
professional services, including Chartered Accountants, to examine
the books and papers of the transferor Companies, Company A and
Company B.
54. A public company involved in the process of
amalgamations shall send the following notices to the Commission–
(a) notice that the Board meeting decides for the
amalgamation;
(b) notice that the court has issued an order
sanctioning the scheme of amalgamation;
(c) notice that the court has made an order for
dissolution of Company A and Company B
(the transferor companies) without winding
up.
55. (1) This Regulation shall apply to combinations in which
separate entities are brought together to form a reporting entity by
contract alone without obtaining an ownership interest; and business
combinations involving mutual entities.
(2) Where the combination involves over 50% ceding
control of assets and management of one company including though
not limited to take over of liabilities, regulations and rules relating to
mergers and acquisitions shall apply.
56. Any of the parties to a business combination shall, upon
payment of the relevant fee, submit copies of the following to the
Commission–
(a) notice of intention to combine business for
the purpose of engaging in a transaction or
series of transactions;
Official
liquidator.
Intimation
and Notice
to the Commission.
Scope of
Business
Combination
regulations
business
Combination.
40 41
(b) copies of resolution of companies involved
in the transaction;
(c) brief history of prior operations including
financial statements of individual companies;
(d) effects on market following the combination;
(e) authorization from the sector regulator (if
any)
57. (1) Every business combination shall be subject to the
prior review and approval of the Commission.
(2) Approval for business combination shall be given if,
the Commission is satisfied that -
(a) the combination, whether directly or
indirectly, the whole or any part of the equity
or other share capital or of the assets of
another company, or control remains with
each company and would not create a
monopoly in any line of business enterprise;
(b) though the combination is likely to affect
competition its implementation would be in
the public interest.
PART IV–PROSPECTUS
58. Every public company shall submit to the Commission a
copy of its prospectus in the form prescribed in section 497 of the
Act.
59. In addition to the requirements of Section 500 of the Act,
every prospectus shall contain the following-
(a) general information about the issuer, its
officers , members and promoter–
(i) name, address and date of incorporation
of the company;
(ii) the address of the registered office and
the transfer office, the date of incorporation of the issuer and, if it is an
external company, the country in which
it is incorporated and the date of
registration in Sierra Leone;
(iii) if the issuer is a subsidiary, the name
and address of the registered office of
its holding company, or of any
corporation which would have been
its holding company;
(iv) the names, any former names, occupations and addresses of directors,
managers and other members, a brief
description of their principal activities
in relation to the issuer or its
subsidiaries, whether as an officer or
otherwise, the directors of the issuer and
its material subsidiaries; founders, if the
issuer has been established for fewer
than five years; executive managers of
the issuer and its material subsidiaries
and managers responsible for the day
to day running of the business of the
issuer or of a group to which the issuer
belongs; and in the case of an issuer
registered in a jurisdiction other than
Commission
approval.
Form of
Submission of
42 43
Sierra Leone, members of the issuer’s
domestic management committee;
(v) for each person mentioned in paragraph
(iv), his job title; nationality, qualifications and experience; remuneration and
other benefits derived directly or
indirectly from the issuer or a related
corporation; the names of all companies
and partnerships of which the person
has been a director or partner at any
time in the last five years, but excluding
subsidiaries of any such company,
indicating whether or not the officer is
still a director or partner; corporations
in which the officer owns an interest of
20% or more, has the right to an interest
of 20% or more, or is entitled to 20% or
more of the profits or benefits (including
interest payments): details of any
bankruptcies, insolvencies or individual
voluntary compromise arrangements;
details of any receiverships compulsory
liquidations, creditor voluntary liquidations, administrations, c o m p a n y
voluntary arrangements or any
compromise or arrangement with
creditors generally, or any class of
creditor, of any company of which the
officer is or was a director with an
executive function at the time of or in
the twelve months preceding any such
event; details of any compulsory
liquidations, administration or partnership voluntary arrangements of any
partnerships of which the officer is or
was a partner at the time of or in the 12
months preceding the event;
(vi) details of receiverships of any asset of
the officer or of a partnership of which
the officer is or was a partner at the time
of or in the 12 months preceding the
event; details of any public criticisms
of the officer by statutory or regulatory
authorities, or recognised professional
bodies, and whether the officer has
ever been disqualified by a court from
acting as a director of a company or
from acting in the management or on
behalf of any company; and any offence
involving dishonesty;
(vii) the direct and indirect interests of the
directors in the share capital of the
issuer, with a distinction between
beneficial and non- beneficial interests
and whether or not there has been a
change in these interests from the end
of the previous financial year to the date
of application;
(viii) full particulars of the nature and extent
of any material interest of a director or
promoter in any transaction effected by
the issuer or a related corporation in the
past three years, full particulars of the
nature and extent of any material interest
of the directors and promoter in the
promotion of the issuer and in any
property intended to be acquired by the
issuer or its subsidiary out of the
proceeds of the issue;
(ix) if a director or promoter’s interest is
through an intermediary, the nature and
extent of the intermediary’s interest and
the nature and extent of the director or
promoter’s interest in that intermediary;
44 45
(x) a statement of amounts or inducements
paid or agreed to be paid by any person
within the past three years for any
director to serve as a director, or for
services rendered by the director or an
intermediary in the promotion or
formation of the issuer;
(xi) the name, address and professional
qualifications of the secretary of the
issuer; and
(xii) the dates, the nature of and the parties
to, every material contract and provide
details of a reasonable time and place at
which copies of these contracts, or of
any transcript or translation, may be
inspected.
(b) the offer and its proceedings containing the
following–
(i) the class of shares;
(ii) the nominal value of the shares (if
applicable);
(iii) the offer price;
(iv) the number of shares offered;
(v) the class of debentures;
(vi) how the shares rank for dividend and
whether they rank pari passu with
existing shares of the same class;
(vii) the time, if any, after which a right to
dividends lapses, and the person in
whose favour it lapses;
(viii) the fixed dates, if any, on which a right
to dividends arises; any arrangement
by which future dividends are or may
be waived or agreed to be waived;
(ix) any provisions relating to transferability, convertibility of redemption;
(x) the treatment of fractions; and any other
terms and conditions of the offer;
(xi) the terms and conditions of the
debentures; the fixed dates, if any, on
which a right to interest arises; if the
debentures are secured, particulars of
the security, specifying the property
comprising the security and the nature
of the title to the property; if the
debentures are offered with a guaranty,
particulars of the guarantor. any
provisions relating to transferability,
convertibility or redemption; and any
other terms and conditions of the offer;
(xii) the time and date of the opening and of
the closing of the subscription lists or
the offer; and
(xiii) a statement of the purpose of the offer,
explaining if applicable why it is
considered necessary for the issuer to
raise the capital offered.
(c) If any part of the proceeds of the issue of
shares is to be used by the issuer or its
subsidiary, directly or indirectly, to acquire
property, state-
(i) the date of the acquisition or
proposed acquisition;
46 47
(ii) the purchase amount, specifying the
portion settled by the issue of shares,
the payment of cash and other
means, and how any outstanding
amount is to be settled;
(iii) details of the valuation of the property;
any goodwill payment and how the
goodwill was or will be accounted for;
(iv) any loans incurred, or to be incurred to
finance the acquisition; and
(v) the nature of the title or interest acquired
or to be acquired.
(d) If any part of the proceeds of the issue of
shares is to be applied, directly or indirectly,
to the acquisition by the issuer or its
subsidiary of the shares of any other
corporation, in consequence of which that
corporation will become a subsidiary or
material investment of the issuer, provide in
addition: an assessment of the principal risks
associated with the acquisition, including
risks related to the corporation’s -
(i) operating history;
(ii) profitability;
(iii) industry, business or proposed
business, competitor activity and
business environment;
(iv) labour relations, staff redundancies and
compliance with employment equity
targets; and
(v) the market for its securities.
(e) whether or not the sellers have guaranteed
the book debts or other assets and describe
any warranties that have been given;
(f) whether the seller’s agreement precludes the
seller from carrying on business in competition with the issuer or any of its subsidiaries; or imposes any other restriction on
the seller, providing details of any payment
relating to a restraint of trade and the nature
of the restraint;
(g) how any liability for accrued taxation, or any
apportionment of it to the date of acquisition,
is to be settled in terms of the seller’s
agreement; the amount paid or payable in
cash or securities to each of them; the amount
(if any) payable for goodwill or items of a
similar nature; the date on which the asset
was acquired by the seller, and if within
the past three years, the cost of the asset to
the seller; and if the seller is a company, the
names and addresses of the controlling
shareholders of the seller;
(h) commission paid or payable in respect of
underwriting–
(i) the commission paid within the
preceding three years, or to become
payable to any person (including a
promoter, director, officer or holding
company of the issuer) for subscribing
or agreeing to subscribe, or procuring
or agreeing to procure subscriptions for
any shares of the issuer, listing the
48 49
name, occupation and address of each
such person, the amounts underwritten
or sub- underwritten by each of them
and the rate of the commission payable
for the underwriting or sub-underwriting contract with each of them;
(ii) if an underwriter or sub-underwriter is
a company, state the names of the
directors of the company and the nature
and extent of any direct or indirect
interest which any promoter, director or
officer of the issuer might have in that
company; and
(iii) statements where an offer is not
underwritten-if the offer is not
underwritten, include a statement by the
directors of the manner in and source
from which any shortfall in the capital
to be raised will be financed;
(j) share capital of the issuer–
(i) if the issuers share capital consists of
shares of par value, state the authorised
and issued share capital (or share
capital agreed to be issued), specifying-
(aa) the different classes of
shares (the number of
shares in each class);
(bb) the nominal value of each
share in each class; and
(cc) the total value of each
class .
(ii) the share premium account; and
(iii) if the issuers share capital consists of
shares of no par value, specify with
regard to the authorized and stated
capital, (or stated capital agreed to be
issued) -
(aa) the different classes of
shares;
(bb) the number of shares in
each class; and
(cc) the total value of the
stated capital account for
each class
(k) give a description for each class of shares
of–
(i) preferential conversion and exchange
rights;
(ii) voting rights; and
(iii) rights to dividend, profits, capital and
any other rights including redemption
rights and rights on liquidity or
distribution of capital assets
(l) state what consent and procedures are
required for the variation of rights attaching
to shares;
(m) a summary of other issues or offers of shares
in the issuer or its subsidiaries during the
last three years, stating-
(i) the prices and terms at which the shares
were issued or offered;
(ii) by whom the offers were made;
(iii) the number of shares allotted in
pursuance of any issue or offer;
50 51
(iv) whether the shares were issued to all
who were holders of shares at that time
in proportion to their holdings or if not,
to whom they were issued, the reasons
why the shares were so issued and the
basis of the allotment of the shares;
(v) the dates of the issues or offers;
(vi) the reasons for any premium or discount
on the issue or offer, how any premium
or discount was dealt with and where
some shares issued or offered at par
and others at varying premiums or
discounts the reasons for the
differential;
(vii) the value and description of the
property, if any, acquired or to be
acquired out of the proceeds of the issue
or offer; and
(viii) the details of any share purchases;
(n) a summary of any consolidations or subdivisions of sharesin the issuer during the
preceding two years;
(o) whether the directors or shareholders in the
general meeting control the issuer and its
subsidiaries including debentures issued
prior to the offer and preference shares
classified as debt in terms of financial
reporting standards, stating for each of
them-
(i) whether the loan is secured or
unsecured;
(ii) the name of the lender or debentureholder;
(iii) the amount, terms and conditions of
repayment or renewal;
(iv) the nominal and real rates of interest on
each loan;
(v) details of any security provided; and
(vi) how payments due within the next 12
months will be financed;
(p) whether any debentures have been-
(i) created in terms of a trust deed and the
number and value issued or agreed to
be issued;
(ii) issued by way of conversion or
replacement of debentures previously
issued, noting any difference between
the security for the new debentures and
that for the one substituted
(q) options or preferential rights in respect
of shares;
(r) the substance of any contract or arrangement, or proposed contract or arrangement,
whereby any option or preferential right of
any kind was or is proposed to be given to
any person to subscribe for any shares of
the issuer or its subsidiary, specifying in
respect of each of these-
(i) the number and description of shares
subject to the option or right;
52 53
(ii) the period during which it may be
exercised;
(iii ) the exercise date;
(iv) the exercise or strike period, or price to
be paid for the shares subscribed for;
(v) the nature of the option;
(vi) the option premium or consideration
paid or payable for it;
(vii) the names and addresses of beneficiaries (other than current participants
under an employee share scheme); and
(viii) any other material fact or circumstance
concerning the granting of the right or
option.
60. (1) It shall be unlawful for transferable securities to which
Regulations 62 to 69 apply to be offered to the public unless an
approved prospectus has been made available to the public before
the offer is made.
(2) It shall be unlawful to request the admission of
transferable securities to which regulations 62 to 69 apply to trading
on a regulated market situated and operating in Sierra Leone unless
an approved prospectus has been made available to the public before
the request is made.
(3) A contravention of this regulation shall be actionable,
at the suit of a person who suffers loss as a result of the contravention,
subject to the defences and other incidents applying to actions for
breach of statutory duty.
(4) For the purposes of these Regulations “approved
prospectus” means, in relation to transferable securities to which
this Regulation applies, a prospectus approved by the Commission
in relation to the issuer of the securities.
(5) Regulations 62 to 69 shall not apply to securities
listed as exemptions in Sierra Leone listing rules or any related existing
rules.
61. (1) A person who proposes to–
(a) issue transferable securities to which this
Regulation applies,
(b) offer to the public transferable securities to
which this Regulation applies, or
(c) request the admission to a regulated market
of transferable securities to which this
Regulation applies,
may elect, in accordance with prospectus rules, to have a prospectus
in relation to the securities.
(2) Where a person makes an election, this Part and the
prospectus rules apply in relation to those transferable securities as
if, in relation to an offer of the securities to the public or the admission
of the securities to trading on a regulated market, they were
transferable securities for which an approved prospectus would be
required as a result of this Regulation.
62. (1) The Commission shall not approve a prospectus
unless it is satisfied that–
(a) Sierra Leone is the country in relation to
which the issuer of the transferable securities
relates;
Prohibition of
dealing
without
approved
Election to
have
Criteria for
approval of
54 55
(b) the prospectus is prepared in the form
prescribed by the Commission and contains
the necessary information stipulated under
these Regulations and related sections of the
Act; and
(c) all of the other requirements imposed by or
in accordance with this Part or the
prospectus directive have been complied with
(so far as those requirements apply to a
prospectus for the transferable securities in
question).
(2) The necessary information shall be the information
necessary to enable investors to make an informed assessment of-
(a) the assets and liabilities, financial position,
profits and losses, and prospects of the
issuer of the transferable securities and of
any guarantor; and
(b) the rights attaching to the transferable
securities.
(3) The necessary information shall be presented in the
prescribed form and shall be easy to analyse.
(4) The information shall be prepared having regard to
the particular nature of the transferable securities and their issuer.
(5) The information shall briefly and in non-technical
language, convey the essential characteristics of, and risks associated
with, the issuer, any guarantor and the transferable securities to
which the prospectus relates.
(6) The fee specified in the Second Schedule shall be
paid to the Commission.
63. (1) The Commission may authorise the omission from a
prospectus of any information, the inclusion of which would otherwise
be required, on the grounds that -
(a) its disclosure would be contrary to the public
interest;
(b) its disclosure would be seriously detrimental
to the issuer, provided that the omission
would be unlikely to mislead the public with
regard to any facts or circumstances which
are essential for an informed assessment or;
(c) the information is only of minor importance
for a specific offer to the public or admission
to trading on a regulated market and unlikely
to influence an informed assessment.
(2) The Minister responsible for trade may issue a
certificate to the effect that the disclosure of any information would
be contrary to the public interest.
(3) The Commission shall be entitled to act on any such
certificate in exercising its powers under the Act and these Regulations
64. (1) The Commission shall notify the applicant of its
decision on an application for approval of a prospectus before the
end of the period for consideration.
(2) The period for consideration–
(a) shall begin with the first working day after
the date on which the application is received;
but
(b) if the Commission gives notice , shall be
treated as beginning on the first working day
after the date on which the notice is complied
with.
Exemptions
fr om
disclosure.
Application
for approval.
56 57
(3) The period for consideration shall–
(a) except in the case of a new issuer, be 30
working days; or
(b) in any other case, shall be 40 working days.
(4) The Commission may by notice in writing require a
person who has applied for approval of a prospectus to provide
specified documents or information as referred to in sub-regulation
(5).
(5) Sub-regulation (4) shall apply to information and
documents reasonably required in connection with the exercise by
the Commission of its functions in relation to the application.
(6) The Commission may require-
(a) any information provided, whether in a
document or otherwise, to be verified in a
manner as it may reasonably require, or
(b) any document produced to be authenticated
in such manner, as it may reasonably require.
(7) The competent authority shall notify the applicant
of its decision on an application for approval of a supplementary
prospectus before the end of 10 working days beginning with the
date on which the application is received;
(8) The Commission’s failure to comply with subregulation (3) shall not constitute approval of the application in
question.
65. (1) If the Commission approves a prospectus, it shall give
the applicant written notice.
(2) If the Commission proposes to refuse to approve a
prospectus, it shall give the applicant written notice.
(3) The notice shall state the Commission’s reasons for
the refusal and shall give the applicant his right to appeal.
(4) In this regulation “prospectus” includes a
supplementary prospectus.
66. (1) The Commission may transfer an application for
approval of a prospectus or a supplementary prospectus to the
appropriate Government body or authority (“the transferee authority”).
(2) Prior to transferring an application under sub
regulation (1), the Commission shall obtain the agreement of the
transferee authority.
(3) The Commission shall inform the applicant of the
transfer within 3 working days beginning with the first working day
after the date of the transfer.
(4) On making a transfer under sub-regulation (1), the
Commission shall cease to have functions under this Part in relation
to the application transferred.
67. (1) Sub-regulation (2) applies if, during the relevant period,
there arises or is noted a significant new factor, material mistake or
inaccuracy relating to the information included in a prospectus
approved by the competent authority.
(2) The person on whose application the prospectus was
approved shall, in accordance with prospectus rules, submit a
supplementary prospectus containing details of the new factor,
mistake or inaccuracy to the competent authority for its approval.
(3) The relevant period begins when the prospectus is
approved and ends-
(a) with the closure of the offer of the
transferable securities to which the
prospectus relates; or
Procedure for
approval.
Transfer of
application
for approval.
Supplementary
58 59
(b) when trading in those securities on a
regulated market begins.
(4) Any person responsible for the prospectus who is
aware of any new factor, mistake or inaccuracy which may require the
submission of a supplementary prospectus in accordance with subregulation (2) shall give notice of it to–
(a) the issuer of the transferable securities to
which the prospectus relates, and
(b) the person on whose application the
prospectus was approved.
(5) A supplementary prospectus shall provide sufficient
information to correct any mistake or inaccuracy which gave rise to
the need for it.
68. (1) Where a person agrees to buy or subscribe for
transferable securities in circumstances where the final offer price or
the amount of transferable securities to be offered to the public is
not included in the prospectus, he may withdraw his acceptance
before the end of the withdrawal period.
(2) The withdrawal period–
(a) begins with the investor’s acceptance; and
(b) ends at the end of the second working day
after the date on which the competent
authority is informed of the information .
(3) Sub-regulation (1) shall not apply if the prospectus
contains–
(a) in the case of the amount of transferable
securities to be offered to the public, the
criteria or conditions (or both) according to
which that element will be determined, or
(b) in the case of price, the criteria or conditions
(or both) according to which that element
will be determined or the maximum price.
(4) Where a supplementary prospectus has been
published and, prior to the publication, a person agrees to buy or
subscribe for transferable securities to which it relates, he may
withdraw his acceptance before the end of the period of 2 working
days beginning with the first working day after the date on which the
supplementary prospectus was published.
69. The Commission shall establish and maintain, in
accordance with these regulations and prospectus rules, a register
of investors.
70. Fees as determined by the Commission shall be applicable
in respect of–
(a) applications for approval of a prospectus or
a supplementary prospectus;
(b) applications for inclusion in the register of
investors;
(c) the continued inclusion of investors in the
register referred to in regulation 69; and
(d) access to the register referred to in regulation
69.
PART V–MICELLANEOUS PROVISIONS
71. The formula at which securities may be bought or sold
other than on the stock market shall be as set out in the Third Schedule.
72. Pursuant to subsection (2) of section 531 of the Act, a
company applying for a certificate of registration shall submit to the
Commission a completed form 531 as set out in the First Schedule.
Right of
investor
to withdraw.
Register of
investors.
Listing
applications.
Securities
formula.
Certificate of
Registration.
60 61
FIRST SCHEDULE - FORMS
FORM AA Regulation 7,9
CONTAINS GUIDANCE NOTES
REPUBLIC OF SIERRA LEONE
Corporate Affairs Commission
(Established under the Companies Act No.5 of 2009 and Business Registration Act. 2007)
Application for Incorporation, Registration of New Business, and Issuance of
Taxpayer Identification Number (TIN) and Municipal License.
Section A
1. The Business Name
2. Registration Type (Mark X in appropriate box ) : Limited Liability Limited by Guarantee
3. Type of Legal Entity: Local Foreign Private Public
Other if other specify....................………………………
4. Business Location Address
Street
City /Town
5. Postal Address
P.O. Box Street
City/Town District
6. Telephone No and E-mail Address of Business: Land line Mobile
E-Mail Address
District
7. Activity/Industrial Classification (Mark X in appropriate box): Services Manufacturing
Farming/Fisheries
Commerce Transport/Communication Finance/Insurance/Real Estate Co nstruction
Banking Mining Government Other If other specify…...............................................
8. Describe your Business Activity/Nature of Business:
9. The Capital employed in the business (including all Branches of Sierra Leone) with details of
i. Nominal issue Capital In Words………………………............................................................................………….
In figures
ii. Business estimate turnover for the twelve month form date of commencement of business:
in words…………………………………. I n figures
10. Auditor /Accountant
11. Name of contact person
12. Name of person authorise to accept and receive document
13. Address of person authorise to accept and receive document
14. Name of Secretary
15. Address of Secretary
16. Full particulars of any branch(es) or other place(s) of business in Sierra Leone
Branch
Address 1
Branch
Section B Shareholder 1
Particular of Shareholders
17. Title (Mark x in appropriate box) Mr. Mrs. Miss is Surname
Percentage
Nationality ID/Passport No. of shares
Shareholder 2
17. Title (Mark x in appropriate box) Mr. Mrs. Miss Surname
Percentage
Nationality ID/Passport No. of share
Shareholder 3
17. Title (Mark x in appropriate box) Mr. Mrs. Miss Surname
Nationality ID/Passport No. Percentage
of share
17. Title (Mark x in appropriate box) Mr. Mrs. Miss is Surname
Percentage
Nationality ID/Passport No. of shares
Note: Please attached photocopy of your National ID/Passport and residential permit
Attach additional copy of shareholders information.
18 . Particular of each company that is a shareholer
Company name
ID/Passport No. of share
Shareholder 3
19. Date of Commencement of business
Shareholder 4
20. Note: for Promoter
I………………………………………….. ……………..hereby certify and declare that
the foregoing particulars are to my knowledge and belief correct, and I undertake
to notify the Registrar of Companies/business, National Revenue Authority and
the Freetown City Council whenever there is a change of circumstance affecting
or relating to the particulars of the company/business as stated above.
FOR NRA OFFICIAL USE ONLY
21. Date of Issue 22. Data Entry By:
23. Trade Activity Classification 24. Tax District
25. TIN Assigned to Company
FREETOWN CITY COUNCIL OFFICIALUSE ONLY
26. Type of Business
Category: A B C Amount Due and DemandedLe:.........................
GUIDANCE NOTES
* This form is to be completed for company other than Sole Proprietorships
or Partnership.
* Section B is for shareholders details and attach photocopies of National
ID Card/Passport/Driver’s License for Sierra Leoneans and in the case of
Non-Sierra Leoneans photocopies of Certificate of Registration, Passport
and Residence Permit.
* Please ensure that originals of photocopy attachments are presented for
inspection as a basis for authentication of the photocopies at the CAC
NRA and FCC offices when you are submitting the application.
Section A
1. Enter the name of business as you want it to appear in the business
registration certificate.
2. Limited Liability Company is a profit making company and Limited by
guarantee is a non profit making company.
3. Type of business Ownership: Local, Foreign private or public Limited
Company. If your business does not correspond to one of these boxes
then you are probably a Sole Proprietorship or Partnership and you must
fill a different form.
4. Physical location of principal place where business is conducted (i.e. head
office if business is conducted at two or more places). Provide street address
and leave out phrases like “near bridge” etc.
5. Details of person’s address- Post Office Box number , town (or area) and
district in which post office is located. District could be one of the following:
Western Area Urban, Western Area Rural, Kailahun, Kenema, Kono,
Bombali, Kambia, Koinadugu, Port Loko, Tonkolili, Bo, Bonthe, Moyamba
or Pujehun.
6. Current E-mail address, numbers of land–line and mobile phone of the
business.
7. Activity /industrial classification: Mark X in appropriate box.
8. Describe business activities with main activity first. Please be specific.
9. The money/asset you have or wish to have to invest in the Company.
Estimate Turnover means - The estimate of annual sales.
10. Name of External Auditor / Accountant of the business.
11. Name of contact person: A person in management position in the business,
who interacts regularly with OARG, NRA and FCC on registration and tax
issues.
12-13 The name and address of the person who should received and do
correspondence on behalf of the company.
14-15. Name and address of the secretary of the company
16. Full detail of any other place(s) with business is operated in Sierra Leone
17. Enter the following details for each shareholder
* Tick appropriate title and write full name, beginning with surname.
* Date of birth beginning with day, followed by month and year in
that order.
* Mark X in box for male or female.
* Sierra Leonean to provide Photocopy of National ID Number (or
passport / driver’s license if applicant has one). Non-nationals of
Sierra Leone are to provide passport number and residence permit
18. Details of a company that is a shareholder
19. The date you started/will start operation
20. To be completed by promoter of a company (Shareholder). Promoter
Should fill his full name, sign and date
21-26. DO NOT FILL SECTIONS 21-26
Regulation 7
FORM 485
FORM 485
THE COMPANIES ACT NO. 5 OF 2009
CORPORATE AFFAIRS COMMISSION
REGISTRATION FORM (FOREIGN COMPANY)
Company Name as per
Incorporation
Date of incorporation
Country of Incorporation
Proposed Name (if different from above)
(For registration name availability check having been carried out)
2 . Types of Company: Public private
Limited by shares limited by guarantee unlimited
3 . Address:
(a) In country of incorporation
(b) In Sierra Leone
4 . Nature of business (tick appropriate box) services manufacturing farming/
fisheries commerce transport/communication finance/
banking building/construction mining manufacture insurance
If other please specify…………………………….
5 . Directors DETAILS
1st Director 2nd Director/ Secretary
Name or Director
Telephone No
Signature
Email
Every director listed to complete form 32/211
Submitted/Filed
DAY MONTH YEAR
Applicable fees shall/has been paid by : Mobile Money Bank Transfer
Note: signature gives consent to act in capacity as a director (attach copy of ID of
each Director named)
6 . Details of person authorized to manage company in Sierra Leone
Name
Occupation
Signature
Telephone Email:
(Attach copy of ID)
7 . Name and address of person in Sierra Leone authorized to accept notices (if
different from above)
Name
Occupation
Signature
Telephone Email:
Notes:
Attached to this application the following:
(a) Copy of certificate of incorporation issued outside Sierra Leone
(b) Copies of valid forms of Identification of all persons named showing a
picture and date of birth. If person named is a Sierra Leone the following
IDs are acceptable: passport, NASSIT Registration card, National ID,
Driver’s License. If a foreigner only copy of valid passport is acceptable.
(c) Certified copy of charter, statute, memorandum and articles of the
company or instrument constituting or defining the constitution of the
company (if not in English language, a certified translation)
(d) Copy of consent for use of name (if required)
70 71

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