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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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Added to the library by Umaru Afiz SESAY on Oct 25, 2026

Open the original document (PDF)Source: Law Reform Commission of Sierra Leone

Contents
  1. Preamble
  2. Section 1 — DATE OF ACCOUNTING REFERENCE PERIOD
  3. Section 2 — NEW ACCOUNTING REFERENCE DATE
  4. Section 3
  5. Section 4 — Submitted / Filed
  6. Section 7 — Particulars of persons who are directors of the company at the date of this return
  7. Section 11 — Particular of Shareholders
  8. Section 12 — ACCOUNTING PERIOD OF THE COMPANY CURRENT OR
  9. Second Schedule
  10. Third Schedule

Preamble

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

Section 2 — NEW ACCOUNTING REFERENCE DATE

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

Section 3

Extending more than once in five years. Accounting reference periodmust not be extended more than once in five year. Name or Director

Section 4 — Submitted / Filed

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

Section 7 — Particulars of persons who are directors of the company at the date of this return

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

Section 11 — Particular of Shareholders

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)

Section 12 — ACCOUNTING PERIOD OF THE COMPANY CURRENT OR

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.

Second Schedule

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

Third Schedule

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

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