Law library · Sierra Leone · Acts of Parliament
I/WE Do solemnly declare that all the requirements of the Companies Act, 2009 (as
Act No. 5 of 2009
Status not yet checkedCorporate and businessAct of Parliament · 10 provisions
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Contents
- Preamble
- Section 1 — DATE OF ACCOUNTING REFERENCE PERIOD
- Section 2 — NEW ACCOUNTING REFERENCE DATE
- Section 3
- Section 4 — Submitted / Filed
- Section 7 — Particulars of persons who are directors of the company at the date of this return
- Section 11 — Particular of Shareholders
- Section 12 — ACCOUNTING PERIOD OF THE COMPANY CURRENT OR
- Second Schedule
- Third Schedule
FORM 28
Regulations 7 and 9
FORM 28 THE COMPANIES ACT NO. 5 OF 2009
AVAILABILITY CHECK
NAME OF PRESENTER
I hereby apply for availability of Proposed Company Name:
Option One
Option Two
Option Three
The name is to be used for :
a. Public Limited Company (PLC) b. Company Limited by Guarantee
c. Private Limited Company (LTD) d. Unlimited Company (ULTD)
Dated this Day of 20
Name and signature of presenter:...................................................................................
Name availability check is free of charge
FORM 32 (E)
Regulation 7
FORM 32 (E) THE COMPANIES ACT NO. 5 OF 2009
DECLARATION OF COMPLIANCE
The Solicitor/Person engaged in the formation of the company (if any)
I/WE Do solemnly declare that all the requirements of the Companies Act, 2009 (as
amended) have been complied with; and that I have taken reasonable steps to
verify the information provided for the incorporation/registration of the said
company are true and correct.
Name of Subscriber Signature
Use additional sheet if required
Declared at
This Day of 20
72 73
74 75
FORM 32/211
FORM 32/211 Regulation 7
STATUTORY DECLARATION BY A PERSON BEFORE APPOINTMENT
AS DIRECTOR OR BEFORE INCORPORATION OF A COMPANY
I do solemnly and sincerely declare that-
TITLE
FORENAME
SURNAME
FORMER NAME
COUNTRY OF RESIDENCE
OCCUPATION
OTHER DIRECTORSHIP HELD
NATIONALITY
DATE OF BIRTH
I am not an undischarged bankrupt.
I have not been convicted whether within or outside Sierra Leone of
any offence involving fraud or dishonesty or any offence in connection
with the promotion, formation or management of a company.
I hereby consent to act as director of ……......……..(name of corporation)
And I make this solemn declaration conscientiously believing the same to
be true.
Submitted/filed
This Day of 20
To be completed by every director
76 77
FORM 284
Regulation 28
FORM 284 THE COMPANIES ACT NO. 5 OF 2 009
NOTICE/CHANGE OF ACCOUNTING REFERENCE DATE
ACCOUNTING REFERENCE DATE:
Date Month Year
THIS DATE SHALL BE TREATED AS THE DATE IN EACH SUCCESSIVE
CALENDER YEAR THAT THE ACCOUNT REFEENCING PERIOD OF THE
COMPANY NAMED COMES TO AN END
Name or Director
Applicable fees shall/has been paid by: Mobile Money Bank Transfer
FORM 285
Regulation 28
FORM 285 THE COMPANIES ACT NO. 5 OF 2009
CHANGE OF ACCOUNTING REFERENCE DATE
Please enter the end date of the current or the previous accounting
period.
Accounting period ending on
Day Month Year
Has the accounting reference period been shortened or extended? YES/
NO
Please enter the date the accounting reference period has been
shortened to.
Date shortened so as to end on
Day Month Year
Or please enter the date the accounting reference period has been extended to
Date extended so as to end on
Day Month Year
78 79
Extending more than once in five years. Accounting reference periodmust not be extended more than once in five year.
Name or Director
FORM 30
Regulation, 12
FORM 30
NOTICE OF CHANGE OF NAME
1. PROPOSED NAMES:
(BOX) To check if the company name is available (sensitive words and
duplicate names) electronically or if appearing in person by completing
form 28 Availability Check
The above company resolved to change the company name to:
Proposed name:
(BOX) Attach copy of resolution in respect of change of name
Name or Director
80 81
1. Submitted / Filed
FORM 317
Regulation 27
FORM 317 THE COMPANIES ACT NO. 5 OF 2009
ANNUAL RETURN FOR A COMPANY HAVING SHARES OTHER
THAN A SMALL COMPANY
NASSIT NO
TIN NO
No. of Employees
ANNUAL RETURN
Made up to the.............................day of........................... ( being the twenty eight
day after the date of the general meeting for the year
ii. Address where Register of Members & Debenture Holders is kept if
different from above
ii. Particulars of past and present members of the company since the last
return was filed.
82 83
( in case of a corporation
the registered or principal
office) Tel No P.O. Box Email
Number of Shares held at
date of return
Particulars of shares transferred
since date of last return listing
persons who are still members
and persons who have seized
to be members
Residential Address( in case of a
Residential Address( in case of a
corporation the registered or
principal office) Tel No P.O. Box Email
Number of Shares held at
date of return
Particulars of shares transferred
since date of last return listing
persons who are still members
and persons who have seized
to be members
Residential Address( in case of
a corporation the registered or
principal office)
Tel No P.O. Box Email
Number of Shares held at
date of return
Particulars of shares transferred
since date of last return listing
persons who are still members
and persons who have seized
to be members
Use additional sheet if required
84 85
(3) Particulars of Directors of the Company as at date of return
Residential Address( in case of a
corporation the registered or
principal office)
Tel No P.O. Box Email
Business occupation and
Particulars of other
Directorships
(in case of a corporation
the registered or principal
office) Tel No P.O. Box Email
and Particulars of other
Directorships
( in case of a corporation
the registered or principal
office) Tel No P.O. Box Email
and Particulars of other
Directorships
4 . Authorized share capital divided into shares of Le each
Number Class Shares
(a) Number of shares of each class
taken up to the date of the return
(ii) Number of shares of each
class issued as partly paid up
(c) Amount of discount on the
issued share which has not
been written off
5 . Issued share capital Fully Paid Up Partly Paid Up
6 . In Cash Other than Cash
ii. Total amount called up on shares
8 . Total amount received on calls
9 . Total amount of calls unpaid
10 . Total amount paid as commission for shares or debentures
ii. Total numbers of shares forfeited
ii. Total amount of shares for which share warrants are outstanding
ii. Total amount of indebtedness in respect of the mortgage and charges required to be
registered with the commission
14 . Staff hired for the reporting year
15 . Number of staff terminated or retired
16 . Total amount paid on termination or retirement package
17 . Details of the Secretary
Name (Incase of an individual, Any former fore- Usual residential address but
the present, the forenames names or surnames in case of a but corporation
and surname and in this case the registered address
of a corporation the corporation
name
We certify that the Company has not since the date of incorporation/ the last annual return
issued any invitation to the public to subscribe for any of its shares/ debentures.
................................................... ...................................................
Signature o f Director Name of Director & Tel. No.
................................................... ...................................................
Signature o f Direc/Secretary Name of Direc/ Secretary & Tel. No.
No te:
ii. If there is insufficient space on the form to provide any information required,
please attach a separate sheet containing the information set out in the prescribed
form.
iii. This return should be accompanied by Audited Account of Company for the year in
which the return is made.
FORM 319
Regulation 27
FORM 319
ANNUAL RETURN FOR A SMALL COMPANY
NASSIT NO
TIN NO
No. of Employees
ANNUAL RETURN made up to Day of (being the twenty
eight days after the date of the general meeting for the year
1 . Registered office address
2 . Location of registers of members & Debentu re Holders (or any part of su ch
registers) if other than the registered office of the company
3 . Particulars of indebtedness:
4 . Staff hired for the reporting year
5 . Number of staff terminated or retired
6 . Total amount paid as termination or retirement packag
Nationality: Age Tel. No.
State P.O. Box Email
Business Occupation
Particulars of other
Directorship
Nationality: Age Tel. No.
State P.O. Box Email
Business Occupation
Particulars of other Directorship
88 89
5. Particulars of person who is Secretary of the company at the date of this return
Full Name ( Registered Residential Address Particulars of Date of
name for body corporate (In case of Corporate Registration Appoin tment
or firm) & Tel. No. the Registered or (if a Firm
Principal Address) or Company)
................................................... ...................................................
Signature of Director Name of Director & Tel. No.
Notes: For the purposes of this form a small company is defined as follows :
(A) A private company having a share capital
(B) Has a turnover of ….. for the reporting year
(C ) Has a total net value not more than …
(D) All of its members sho uld be Sierra Leoneans
(E) None of its members is a government or public corporation or agency
or its nominees and
(F) The members between them hold no t less than 51% of its equity
share capital
90 91
FORM 110
Regulation 17
FORM 110
STATEMENT OF SHARE CAPITAL AND RETURN OF ALLOTMENT
A. STATEMENT OF SHARE CAPITAL
THE NOMINAL AMOUNT OF SHARES COMPRISED IN THE ALLOTMENT IS:
Amount in words
Divided into
of Le each
B . RETURN OF ALLOTMENT OF SHARES
Number of shares allotted payable in cash:
Amount paid or due and payable on each share:
Number of shares allotted for consideration other than cash:
(Submit copy of contract in writing relating to the allotment including particulars of the
valuation of the consideration)
NAME AND ADDRESS OF ALLOTEES No. of shares Allotted and
amount payable or due on
each share
P.O. Box Email
P.O.Box Email
92 93
P. O.B o x Email
P. O.B o x Email
P.O.Box Email
Date this day of 20
94 95
FORM 247(4)
Regulation 24
FORM 247(4)
CORPORATE A FFAIRS COMMISSION
CHANGE OF DIRECTOR/SECRETARY/ REGISTERED OFFICE ADDRESS
BOX : Change of Directors/Secretary (Complete Section A)
BOX: Change of Registered Address (Complete Section B)
DIRECTOR/SECRETARY CEASING TO HOLD OFFICE
Full name Director/ Residential Date in which Reason
Secretary address he ceases to hold office
APPOINTMENT OF NEW DIRECTOR/SECRETARIES
Full name Office: Director / Residential Date of appointment/
secretary address change
This form is to be filed in and sent within 14 days of the appointment.
Where a director has been changed Form 32/211 has to be completed by each new
Director
Section B
1. New registered office address
Name ofs presenter
Attach copy of reso lution
96 97
FORM 170
Regulation 20
FORM 170
PARTICULARS OF CHARGE
(This form applies to the following charges:
A charge to secure the issue of a debenture, A charge on uncalled share capital, a charge for
registration as bill of sale, a charge on land, a charge on book debts, a floating charge on
property of a company, a charge on calls made but not paid, a charge on a ship or aircraft and
a charge on goodwill, patent or copyright.)
This form must be delivered to the Registrar for registration within 21 days beginning with
the day after the date of creation of the charge. If delivered outside the 21days it will be
rejected unless it is accompanied by a court order extending the time for delivery. (If charge
created outside of Sierra Leone 90 days)
1 . Charge creation details
Charge creation date
Date Mo nt h Year Where the charge
was created
2 . Names of persons, security agent or trustee entitled to the charge
3. Brief description of charge
4. Fix charge
Does the instrument include a fix charge of any tangible or
intangible not described in above? Tick the appropriate box.
Fixed charge offer tangible
Intangible
5. Is the instrument expressed to contain a floating charge? Please
tick the appropriate box
Is the floating charge expressed to cover all the property and
undertaking of the company?
6. Negative pledge
Do any of the terms of the charge prohibit the charger from creating
any further security that will rank equally with or ahead of the charge?
Please tick the appropriate box.
Attach copy of the resolution authorizing creation of the charge and all
other relevant documents.
This form must be signed by a person with an interest in the charge.
Title
Organization
98 99
Name or presenter
We may return forms completed incorrectly or with missing information.
Please make sure you have remembered the following:
The company name and number match the information
You have included a certified copy of the instrument with this form
You have entered the date on which the charge was created
You have shown the name of the person entitled to the charge
You have signed the form
You have paid the correct fee
Please do not send the original instrument, it must be certified copy.
You must enclose a certified copy of the instrument with this form.
FORM 45
FORM 45
APPLICATION BY A PRIVATE COMPANY FOR RE-REGISTRATION AS
A PUBLIC COMPANY
Company name in full
RE-REGISTRATION
The above company applies to be re-registered as a public company by the name of: (name
availability check having been carried out)
(full name of re-registered company)
And for that purpose delivers the following documents to the Commission for re-registration:
1 . Copy of the special resolution that the company should re-register as a public
limited company and that company’s memorandum and articles be altered.
2 . Copy of a written statement by the director and secretary certifying on oath
showing that the paid up capital as of the date of the application is not less than 25
percent of the share capital as at that date.
3 . Printed copy of memorandum and article as altered
4 . Copy of the balance sheet of the company as at the date of the resolution or
preceding 6 months whichever is later.
5 . A statutory declaration by a director and secretary of the company verifying that
the special resolution has been passed and that the company’s net assets are not less
than the aggregate of the paid-up share capital and un-distributable reserves.
100 101
6 . A copy of the prospectus or statement in lieu of the prospectus within 14 days of
the passing of the resolution (where a prospectus is submitted, such prospectus is to
be in the form stated in part 4 of the companies regulation 2015.)
(Payment of applicable fee)
The nominal value of the company’s share capital is not less than the authorized
minimu m
(Where there has been a change of secretary submit a completed form 247(4)}
Please note that the approval of prospectus shall incur additional fee. Kindly ensure
prospectus is prepared as per regulations.
Please make sure you have:
You have provided supporting document as required
Provided details of secretary
Signed the form
Paid the correct fee.
Submitted copy of the certificate of incorporation for cancellation.
Payment of application of registration is made by
FORM 47
FORM 47
APPLICATION BY A PRIVATE COMPANY FOR RE-REGISTRATION AS AN
UNLIMITED LIABILITY COMPANY
RE-REGISTRATION
The above company applies to be re-registered as an unlimited company by the name of:
(Name availability check has been carried out)
(full name of re-registered company)
And for that purpose delivers the following documents for re-registration:
1 . Copy of the special resolution that the company should re-register as an unlimited
company (unless limited by virtue of re registration)
2 . A printed copy of the memorandum and articles as altered
3 . A statutory declaration by a director and secretary of the company verifying that
the special resolution is subscribed by the whole of the membership of the company
and that if any member have not subscribed for themselves, that the directors have
taken all reasonable steps to satisfy themselves that each person who subscribed to
it on behalf of a member was lawfully empowered to do so.
(Re registration of an Unlimited company as a limited company shall not affect the
rights and liability of the company in respect of any debt or obligation incurred or
any contract entered into, by, to, with or on behalf of the company before the new
registration and those rights or liabilities may be enforced in the manner provided
in the companies act 2009 as amended)
102 103
Note:
Please make sure you have:
Submitted copy of the certificate of incorporation for cancellation and any other supporting
document.
FORM 46
FORM 46
APPLICATION BY A PUBLIC COMPANY FOR RE-REGISTRATION
AS A PRIVATE COMPANY
RE-REGISTRATION
The above company applies to be re-registered as a private company by the name of:
And for that purpose delivers the following documents for re-registration
Copy of the special resolution that the company should re-register as a public limited
company (unless previously registered as unlimited)and that alters the company’s
memorandum and articles of association.
A printed copy of the memorandum and articles as altered.
No order has been made for cancellation of the resolution.
The application for cancellation was made but it has been withdrawn or an order has
been made confirming the resolution.
(Re registration of Public company as a Private company shall not affect the rights
and liability of the company in respect of any debt or obligation incurred or any
contract entered into, by, to, with or on behalf of the company before the new
registration and those rights or liabilities may be enforced in the manner provided in
the companies act 2009 as amended)
104 105
Note :
Please make sure you have :
Submitted copy of the certificate of incorporation for cancellation and any other supporting
document.
FORM 46A
FORM 46 A
NOTICE BY THE COMPANY OF APPLICATION TO COURT FOR
CANCELLATION OF RESOLUTION FOR RE-REGISTRATION
COURT CONFIRMATION
An application has been made to the court under section46 (3) of the Companies Act 2009
for the cancellation of the special resolution which stated that the company be re-registered
under section 46 as a public limited company.
The application was made within 28 days after passing of the resolution for re registration
and has within the period stated the and given notice to the Commission and the company.
106 107
Please make sure you have remembered the following:
The company name and the number match the information on the public record
You have signed the form
You have paid the correct fee.
FORM 48
FORM 48
APPLICATION BY A PRIVATE COMPANY FOR RE-REGISTRATION FROM
UNLIMITED TO LIMITED BY SHARES
The above company applies to be re-registered as an unlimited company by the name of:
And is not unlimited by virtue of registration under section 47
And for that purpose delivers the following documents for re-registration:
a. Copy of the special resolution that the company should re-register as a limited
company stating the share capital and providing for the alterations in the M&A.
b. A printed copy of the memorandum and articles as altered
SIGNATURE
We are aware registration shall not affect the rights & liabilities of the company in
respect of debt or obligation incurred.
108 109
Please make sure you have remembered the following:
The company name and the number match the information on the public record
You have given the proposed names in section A2 of the new name following reregistration.
You have provided supporting document as required in A2.
You have signed the form
You have paid the correct fee
FORM 367
Regulation 30(2)
FORM 367
STATEMENT BY LIQUIDATOR AS TO PENDING LIQUIDATION
AND DISPOSAL OF UNCLAIMED ASSETS
(in Liquidation)
1 . Date of Incorporation:
2 . Share Capital:
3 . Date of Commencement of Winding up:
4 . Liquidator(s)’ Name(s) and Address(es):
5 . Date of Appointment:
6 . Period Covered by this Statement: to
7 . Pending Assets
It em Number Value
i. Bank Balance
ii. Investments
iii. Amount owing from Debtors
iv. Land and Interest in Land
v. Machines and Machinery
vi. Computer Equipment
vii. Furniture and Fixtures
viii. Vehicles
ix. Others
110 111
Gross Assets
Statement of Liabilities
Item Number Value
i. Loans
ii. Trade Creditors
9 . Cost of Liquidation to Date
10 . Pending Litigations: -
i. Number of Litigations:
ii. Issues in Litigations:
iii. Outstanding Fees:
iv. Estimated Judgment Debt (if any anticipated)
11 . Unclaimed/Undistributed Assets or Monies
Asset or Money Date Received Person(s) Entitled Reason(s) for
Unclaimed / Remaining
undistributed Unclaimed/
undistributed
12 . Estimated Date of Conclusion of Winding up:
Certification
I/We ............................................................................................... ..................................
being liquidator(s) of the above-named company certify that the statement contained
herein represents the true and correct proceedings in and position of the liquidation of the
above named company as at .........................................the day of....................... .......
20.............
Dated this..............................................day of ............................................20 .................
......................................................
Sig nature(s) of Liquidator(s)
FORM 335
Regulation 22
FORM 335
NOTIFICATION OF APPOINTMENT OF MANAGER OR RECEIVER
1 . Date of manager or receiver appointment
Date of appointment
Date Mo nt h Year
2 . Manager or receiver details
Title
Full forename(s)
Surname
Nationality
Date of birth
Occupation
(This address should not be the company’s registered address)
I consent to act as manager or receiver of the above named company
manager or receiver signature
Submit copy of ID
(This form may be signed and authorized by: director, secretary)
112 113
Presenter information
Contact name........................................................................................ ................
Company name........................................................................................ ..............
Address............................................................................................. .....................
Telephone........................................................................................... ..................
We may return forms completed incorrectly or with information missing
Please remember the following:
The company name and number match
You have provided a business occupation if you have one
You have provided a correct date of birth
You have completed the date of appointment
Completed nationality
New director has signed the form
You have provided an authorizing signature
FORM EE
Regulation 37
FORM EE
FORM FOR STATUS REPORT OF A COMPANY
NAME
INDIVIDUAL /
COMPANY
TELEPHONE NO EMAIL
I/WE...........................................(INDIVIDUAL/ COMPANY) IS/ARE REQUESTING A
STATUS REPORT (PERFORMANCE OR COMPLIANCE) FOR.................COMPANY
STATED BELOW.
Period for which report is requested start...........................end.....................................
114 115
FORM DD
Regulation 33
FORM DD
FORM FOR CERTIFIED COPY OF A DOCUMENT
NAME of COMPANY
Company NO:
REGISTED ADDRESS
I............................................(SECRETARY/ DIRECTOR) OF THE ABOVE NAME
COMPANY REQUEST FOR THE CERFTIFY COPY OF THE FOLLOWING
DOCUMENT(S):
NAME OF DOCUMENT (S) NO. OF COPY
NAME (S)
TEL/ EMAIL
SIGNATURE
116 117
FORM 117
Regulation 21
F ORM 177
STATISFACTION OF CHARGE
REGISTERED
TELEPHONE
CITY
We do solemnly and sincerely declare that, the charge registered with the Commission on
the day o...................20.................in favour.................of was certified on the.................
day of 20..........................
FORM 87
Regulation 15
FORM 87
Notice of Increase in Share Capital
REGISTED ADDRESS
To the Registrar of Companies,
I/WE.....................................hereby gives notice that on the............................ ..day of
..........................20.................................the authorized share capital of the com pany was
increased from...................... Leones to.................................Leones each Share val ued
at...........................
Copy of special resolution attached
2. The additional capital is divided as follows:
Number of Shares Class of Shares Nominal Amount of
Each Share*
This notice has been filed with 7 days of passing resolution.
Dated this.........................................ay of.....................................20.. ...........................
..............................................................
Secretary.
118 119
Please note that no increment shall take effect unless until 6 months of giving notice of the
increase to the Commission not less than 25% of the share capital including the increase has
been issued and the directors have delivered to the Commission a statutory declaration
verifying that fact)
Applicable fees shall/has been paid by : Mobile MoneyBank Transfer
.................................................................................................... ....
* If the amounts inserted are not quoted in Sierra Leone currency, the currency in which
they are quoted is to be specified.
Strike out whichever is applicable.
FORM 89
Regulation 16
Form 89
NOTICE OF REDUCTION OF SHARE CAPITAL
Notice is hereby given that the above-named company has by way of special resolution
reduced the company’s share capital......................from....................to................... with each
share now valued at................................................................................. ...........................
(Attach copy of special resolution)
The proposed reduction of share capital involves:
Diminution of liability in respect of unpaid share capital
Involves payment to a shareholder of any paid up share capital.
No creditor has objected to reduction of capital
Creditor(s) debt or claims has been discharged or secured
Share capital does not fall below the minimum share capital in the case of a public
co mpa ny
(Attach copy of Court Order authorizing a reduction in share capital)
120 121
Telephone
FORM BB
Regulation 23
FORM BB
Notice of Cessation of Appointment of Receiver or Manager
Details of Receiver or Manager Ceasing to Act as such
Date of appointment (DD MM YR)
The person named above has this...................day of.................20.................ceased
to act as receiver or manager of the properties covered by the instrument court
order specified below
Description of Instrument or Court Action Date of Creation of Instrument
Number or Date of Court Order
DD MM YYYY
122 123
Telephone
FORM 185
Regulation 26
FORM 185
EXTENSION OF TIME WITHIN WHICH TO HOLD AN ANNUAL
GENERAL MEETING
REGISTERED A DDRESS
Notice is hereby given that the above-named company is requesting an extension of the time within which
to hold its annual general meeting
Applicable fees shall/has been paid by: Mobile Money Bank Transfer
Telephone
Date of last annual general meeting
124 125
FORM 485
Regulation 7
FORM 485
REGISTRATION FORM (FOREIGN COMPANY)
Name of Company as per
Inco rporation
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:
(c) In country of incorporation
(d) In Sierra Leo ne
4 . Nature of business (tick appropriate box) services manufacturing
farming/fisheries commerce transport/communication finance/
banking building/construction mining manufacture insurance
other please specify…………………………….
5 . Directo rs
Every director listed to complete form 32/211
No te: signature gives consent to act in capacity as a director (attach copy of ID of
each Directo r named)
6 . Details of person authorized to manage company in Sierra Leone
Occup atio n
S ig na t ur e
Telep ho ne Email:
(Attach copy of ID)
7 . Name and address of person in Sierra Leone authorized to accept notices (if
different from above)
126 127
Occup atio n
S ig na t ur e
Telep ho ne Email:
No tes:
Attached to this application the following:
(e ) Copy of certificate of incorporation issued outside Sierra Leone
(f) Co pies o f v alid forms o f Identificatio n o f all persons named showing a
picture and date of birth. If person named is a Sierra Leonean the following
IDs are acceptable: passpo rt, NASSIT Registratio n card, National ID,
Driver’s License. If a foreigner only copy of valid passport is acceptable.
(g ) 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 lang uage, a certified translatio n)
(h ) Copy of consent for use of name (if required)
Section A
1 . The Business Name Date of Incorporation
2 . registration TypeMark X in appropriate box ) Limited Liability Limited
by Guarantee unlimited liability
3 . Type of Legal Entity: Local Foreign Private
Public
4 . Address
5 . Mo bile number 6. Email
7 . Describe yo ur Business Activity/Nature of Business Activ ity/Industrial
Classification(Mark X in appropriate box): Services Manufacturing Farming/
Fisheries Commerce Transport/Communication Finance/Insurance/Real
Estate Construction Banking Mining
If other specify…………………………………………………………………………
8 . Name of contact person
9 . Name of Secretary
10 . Address of Secretary
128 129
FORM 531
Form 531
Regulation 72
FORM 531 THE COMPANIES ACT NO. 5 OF 2009
RECALL FORM
No te: Please attached v alid colo red photocopy of yo ur National Identification
Card, NASSIT ID or Passport fo r sierra Leonean. Foreigner shall attach
colored photocopy of passport and residential permit (if applicable). Copy
of certificate of incorporation of the company should be provide additional
sheet of shareholders information (if necessary) attached
11 Date o f submission of last annual repo rt and financial statement
12 . Does a company have an existing charge YES NO
If yes state brief particulars
13 . ACCOUNTING PERIOD OF THE COMPANY
14 . PARTICULARS OF DIRECTORS
Name of Director Address Signature
National Revenue Authority Tax Identification Number (TIN)
NASSIT Number
130 131
CHECK LIST
1. NAME OF COMPANY (MANDATORY
2. CERTICATE OF INCORPORATION (MANDATORY)
3. CURRENT ADDRESS/LOCATION OF THE COMPANY (MANDATORY)
4. TELEPHONE NUMBER AND EMAIL OF BUSINESS, MOBILE NUMBER
(MANDATORY)
5. NOMINAL ISSUED CAPITAL (MANDATORY)
6. NAME OF CONTACT PERSON OR PERSON TO RECEIVE
DOCUMENT(MANDATORY)
7. SHARE HOLDERS PARTICULARS AND THEIR ID’S COPIED IN
CLOURED.(MANDATORY)
8. PARTICULARS OF DIRECTORS AND THEIR ID’S.(MANDATORY)
9. DATE OF LAST ANNUAL REPORT AND FINANCIAL STATEMENT
WITH ATTACHED COPIES.(MANDATORY)
10. PARTICULARS OF TRANSFER OF SHARES WITH RELEVANT
DOCUMENTS(IF ANY)
11. SECURITY/CHARGED CREATED WITH DOCUMENT.(IF ANY)
INTENDED.(MANDATORY)
FORM 318
Regulation 27
Form 318
ANNUAL RETURN OF A COMPANY LIMITED BY GUARANTEE
TELEPHONE NO:
Physical and Postal Address at which the register of members is kept (if not kept at
registered office)
Residential Address (in case of a
corporation the registered or
principal office)
Tel No P.O. Box Email
132 133
Organization
Annex statement with particulars of amount of indebtedness of the company in respect of all
managers and changes.
Regulations 7(2),9(4)(E),
11(4),13(b), 15(1)(c),
16,17,18,20(1),21,22,24,
25,26,27,28(1),29,30,31,
32,33,34,35,36,37,43,62((6)
FEES
The fees payable to the Corporate Affairs Commission for services rendered under the Act
are as follows:
Matters in relation to fees fo r serv ices o ffered under the act excluding services
under Part XV111
(a) For Incorporation and formation of a Le 250,000
public of private company of the
Companies Act 2009 (including name
search and registration of memorandum of
association, articles of association , statutory
declarations and documents required under
this part for purposes of incorporation and
formation) whether or not documents are
submitted by electronic means or in hard copy
(b) Electronic Name search NO FEE
(c) Making search on the Commissions Le 1,000,000
electronic database (unlimited) Le 1,500,000
(i) Three months access
(ii) Six months
(iii) Annually Le 3,200,000
134 135
(d) re registration of a company Le 150,000
(i) Electronically
(ii) manually Le 200,000
(e ) approval for use of restricted
names (names that require consent) Le 150,000
(f) Change of company name except where
directed by the Corporate Affairs Commission
under section 27 (2) of the act Le 150,000
(a) Electronically
(b) manually Le 200,000
(g) Filing of company resolutions under section
204 as amended
(ii) Hard copy Le 50,000
(h) Filing of notices under the Act including
though not limited to notices of change of
address, change of directors and secretaries
under section 247 (5) and not expressly
stated (per notice)
(ii) Hard copy Le 50,000
(i) Forwarding or Filing of annual returns
under section 320 (b)
Small co mpany Le 20,000
i. Electronically
ii. Hard copy Le 35,000
Other co mpanies
(i) Electronically Le35 ,0 00
(ii) manually Le 50,000
(j) For Delivering of balance sheet,
profit and loss account and notes
on the statement under Section 296
of the Act
(ii) Hard copy Le 50,000
(k ) Registration of a charge under section
170, 171 and 172 and registration of
subsisting charge under section 173 of
the Act)
(i) Electronically 0.1% of consideration
plus Le100,000
(ii) hard copy
(l) Registration of any orders under the Act Le 20,000
(i) Striking off of a company name –
winding up Le 35,000
(j) Approval for share transfer under Le 200,000
Section 126 of the act including
filing of statutory declaration in
respect of the application for
transfer of shares
136 137
(m) For submission of notice of alteration
of shares (increase or decrease) Le 50,000
(i) Electronically
(ii) Hardcopy Le 75,000
(n) filing, delivery or submission
or statutory declaration under
the act other than that required
for incorporation and formation
of a company
(ii) Hardcopy Le 50,000
(o) Application for preparation of a company
report relating to information recorded
by the Corporate Affairs Commission Le 250,000
(p) Certified true copy of Memorandum and
articles of association of a company or
for any other document other than Le 50,000
certificates (less than 25 pages) (black and white)
(q) Certified true copy of memorandum
and articles or any other document
other than certificates (more than Le 60,000
25 pages but less than 50 pages) (black and white)
(r) Certified true copy of any certificate
issued by the Commission to the
company requesting (per copy) Le 150,000
(s) Conduct of an investigation
undersection 276 (3) To be determined by the
Commission upon request
(t ) Application to proceed with transaction
upon disclosure of conflict of interest Le 500,000
(s) Application for approval and
registration of prospectus by a
public company under section
500 of the Act Le 1,000,000
(t ) Filing of notice for mergers, amalgamations, business combinations Le 100,000
(u) Approval and Registration of documents
for company
(i) mergers and acquisitions Le 2,800,000
(ii) business combinatio ns Le 2,500,000
(iii) Amalgamation Le 3,000,000
(v) Provision of any other service for
which a fee has not been stated and
for which a determination is not to
be made by the Commission Le 100,000
(w) Release of deed of a charge Le 50,000
(x) notice for increase/reduction in share capital Le 100,000
Regulation 71
FORMULA AT WHICH SECURITIES MAY BE BOUGHT OR SOLD OTHER THAN ON
THE STOCK MARKET
Calculate price per share by dividing the market value per share by the earnings
per share. This is also known as the price-earnings ratio or P/E ratio.
Formula= market value per share/ earning s per share
Present value approach
Below is the formula for calculating a bond’s price, which uses the basic present value (PV)
formula for a given discount rate:[3] (This formula assumes that a coupon payment has just
been made; see below for adjustments on other dates.)
where:
F = face values
iF = contractual interest rate
C = F * iF = coupon payment (periodic interest payment)
N = number of payments
i = market interest rate, or required yield, or observed / appropriate yield to maturity
M = value at maturity, usually equals face value
P = market price of bond.
Stock Valuation: Preferred Stock
Preferred stock is an equity security that is expected to pay a fixed annual dividend for its life
PS0 = Preferred stock’s value
DP = preferred dividend
rp = required rate of return
(y) alteration of memorandum and articles
of association Le 40,000
(z) notices for winding up (voluntary or involuntary) Le 88,000
(aa) Certificate/letter of goo d standing Le 150,000
(bb) Notice for return of allotment Le 100,000
MEMORANDUM OF OBJECTS AND REASONS
Part one deals with interpretation. It defines words and phrases used
throughout the regulations.
Part two deals with regulation of forms, returns and other information. It
prescribes the manner in which documents are to be submitted to the Commission.
Part three deals with mergers, acquisitions, take-over , amalgamations and
business combinations.
Part four deals with prospectus
Made this day of 2015
C. E. O. COKER,
Chairperson Corporate Affairs Commission
FREETOWN
SIEERA LEONE
AUGUST 2015
PRINTED AND PUBLISHED BY THE GOVERNMENT PRINTING DEPARTMENT, SIERRA LEONE.
GAZETTE NO. 58 OF 12TH NOVEMBER, 2015
Check the current official version before relying on this text. MiLAWYER shares legal information, not legal advice.