Section 7, I/WE Do solemnly declare that all the requirements of the Companies Act, 2009 (as

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