ACT
THE REGISTRATION OF BUSINESS ACT, 2007
ARRANGEMENT OF SECTIONS SIGNED this 26th of July, 2007
PART I– PRELIMINARY
ALHAJI AHMAD TEJAN KABBAH,
Section
President.
2007
[ ] Date of commencement.
PART IV – MISCELLANEOUS
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Interpretation. Act No. 11 of 2002. | 1. | PART I–PRELIMINARY In this Act unless the context otherwise requires– “agent” includes a general commission agent, a commercial traveller, a manufacturer’s representative whether or not engaged in or carrying on a trade, profession or vocation in Sierra Leone in the normal way so long as in addition thereto that person owns an exclusive right or otherwise is a sole distributor of specified products manufactured outside Sierra Leone under an agreement with a manufacturer or another person whether or not for gain or profit by way of commission or otherwise; “Authority” means the National Revenue Authority established by section 3 of the National Revenue Authority Act, 2002 “business” means any trade, profession, including private professional practice or vocation carried on or exercised in Sierra Leone for any period of time, whether or not carried on or exercised through a permanent establishment or an agent or otherwise; “manufacturer’s representative” includes a roving agent, general commission agent, commercial traveler or such other agent whether or not having or operating from a registered, established or known office or place of business in Sierra Leone; “Minister” means the Minister responsible for trade; “ordinary name” means the name by which a person is ordinarily known in private life: Provided that– | (a) where any person has been registered for the purposes or in accordance with the provisions of any other law in force in Sierra Leone providing for the registration of persons by name, the name under which he was so registered shall be deemed to be his ordinary name; (b) where any person has been baptized in a church or chapel of any Christian denomination, the name recorded in any baptismal register as the name under which he was baptized shall be deemed to be his ordinary name; (c) where any person has been registered under paragraph (a) under more than one name or has been registered under one or more names and baptized under another name, all such names shall be deemed to be his ordinary name, and for the purposes of this Act his ordinary name shall be expressed in the form “……otherwise known as……..” (d) where the Registrar is satisfied that any person can be sufficiently identified by a name together with initials, or by a surname, that name together with those initials, or that surname, as the case may be, shall be deemed to be the ordinary name of that person; “proprietor” means an individual carrying on a business of which he is the sole owner and includes a person in private professional practice; and “Registrar” means the Administrator and Registrar-General and includes any deputy Administrator and Registrar-General and also any other public officer duly authorized in writing in that behalf by the Administrator and Registrar-General. |
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PART II – REGISTRATION OF BUSINESS NAMES
Proprietors 2. The following proprietors and firms shall be registered inand firms to
the manner directed by this Part–
be registered.
Provided that–
(i) where any addition to the ordinary name of a proprietor or the ordinary names of the partners in a firm carrying on any business merely indicates that the business is carried on in succession to a proprietor or firm formerly carrying on the same business that addition shall not of itself render registration necessary;
(ii) where two or more partners have the same surname, the addition of the letter “s” at the end of that surname shall not of itself render registration necessary; and
(iii) where the business is carried on by a receiver or manager appointed by any court, registration shall not be necessary.
3. Every proprietor or firm required by section 2 to be registered shall furnish to the Registrar a statement in writing in the prescribed form signed by the proprietor or by all the partners in the firm and containing the following particulars:–
Manner and particulars of registration.
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Time for registration.
Restriction
on identical
names.
Registration of changes in particulars.
Penalty for default in registration.
Registrar to file statement and issue certificate of registration.
(f) if the business is commenced after the coming into operation of this Act, the date of commencement of the business.
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9. (1) If any proprietor or firm registered under this Part ceases to carry on the business in respect of which he or it is registered, it shall be the duty of the proprietor, or if he is dead, of his personal representative, or of the persons who were the partners in the firm when it ceased to carry on business, within three months after the business has ceased to be carried on, to send by post or deliver to the Registrar a notice stating that the proprietor or firm has ceased to carry on business, and if any person whose duty it is to give notice under this subsection fails to do so within the time, he commits an offence and is liable on conviction to a fine not exceeding Le1,000,000.00 or to a term of imprisonment not exceeding one year or to both the fine and imprisonment.
(4) If the Registrar either–
he shall expunge from the register the particulars relating to the proprietor or firm, as the case may be, and shall forthwith give notice thereof in writing to the proprietor or to any person who was a partner in the firm when it last carried on business.
Removal of names from register.
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Misleading
10. (1) When the business name under which any business
business
names. is carried on contains the words–
then unless the consent of the President has been first obtained, the Registrar shall refuse to register the business name.
No. 18 Registration of Business Act 2007 20
11. (1) Every proprietor or firm required by this Part to be registered shall, in all trade catalogues, trade circulars and business letters issued or sent from Sierra Leone to any person in or outside Sierra Leone, cause to be mentioned in legible characters the ordinary name of the proprietor or of every partner in the firm and where the proprietor or any partner has either before or after the coming into operation of this Act changed his name, or, being a woman, has changed her name in consequence of marriage, any name by which the proprietor or partner was formerly known:
Provided that–
(a) the proprietor or firm in default may apply to the High Court for relief against the disability imposed by this section, and the Court, on being satisfied that the default was due to accident or inadvertence or that on other grounds it is just and equitable to grant relief, may grant the relief applied for either generally or as respect any particular contract and on such conditions as the Court may impose;
Publication of true names in trade circulars, etc.
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(b) | if any action or proceeding is commenced by any other party against the proprietor or firm in default to enforce the rights of that other party in respect of the contract, nothing in this Part shall preclude the proprietor or firm from enforcing in that action or proceeding by way of counter- claim, set-off or otherwise, such rights as he or it may have against the other party in respect of the contract. | (c) (d) (e) (f) | particulars of branches of the business in Sierra Leone; the nature of the business; the date of commencement of the business if the business is already in existence; if the business is already registered, the date of registration of the business; | ||||||
PART III–REGISTRATION OF BUSINESSES | (g) | the capital employed in the business; | |||||||
Obligation to register business. | 12. (1) Subject to this Part, no person shall carry on any business unless the business has been validly registered. (2) Any person who contravenes subsection (1) commits an offence and shall on conviction be liable to a fine of Le1,000,000 or | (h) (i) | the turnover of the business; if the business is in the nature of a partnership or a company, the name, address and nationality of each partner or shareholder to the capital of the business; and | ||||||
Application for registration. | to a term of imprisonment of one year or to both the fine and imprisonment. 13. (1) The proprietor of every business required to be registered under this Part shall make an application for that purpose in the prescribed form to the Registrar. | (j) such other particulars as may be prescribed. (3) A copy of every application made under this section shall be forwarded to the Authority by the proprietor. 14. (1) Subject to this section, where the Registrar is satisfied– Registration of business. | |||||||
(2) Without prejudice to the general effect of subsection (1), the prescribed form shall contain the following particulars:– (a) the name, address and nationality of the proprietor; | (a) (b) (c) | that the particulars contained in the application are correct and sufficient; that this Part has been fully complied with; and that the business is registrable under this Part, | |||||||
(b) | the name, address and nationality (if any) of the business where different from those of | he shall, upon payment to him of the prescribed fee, register the business and make entries thereof in a register kept by him for that | |||||||
the proprietor; | purpose. |
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Certificate of registration.
15. (1) Upon the registration of any business under section 14, the Registrar shall forthwith deliver to the proprietor of the business, a certificate of registration of that business.
No. 18 Registration of Business Act 2007 24
a fine not exceeding Le1,000,000.00 or to a term of imprisonment not exceeding one year or to both the fine and imprisonment.
Change of particulars in application.
Authority to collect fees.
Power of Registrar to set off fees against income.
Act No. 8 of 2000.
Power of Registrar to cancel registration.
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Exemptions.
Act No. 8 of 2000.
Power of Registrar and Authority to enter and inspect business premises.
Offences by bodies of persons.
20. Notwithstanding anything in this Part, the following (b) in the case of a firm, every person who at the
businesses shall not be required to be registered under this Act:– time of the commission of the offence constituting the offence was a partner or
(a) any business which is registrable or officer of that body, shall be deemed also to licensable under any other enactment where be guilty of that offence. that enactment provides for the registration or licensing of the business or both; (2) No person shall be deemed to be guilty of an offence
by virtue of this section if he proves that the act in respect of which
regulations–
(a) in the case of a body corporate, any person (c) prescribing forms for the purposes of this who, at the time of the act constituting the Act; offence was a director or officer of that body, shall be deemed also to be guilty of the (d) generally for the conduct and regulation of offence; and registration under this Act and of any matters
incidental thereto.
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Repeal and savings. Cap 257 Act No.13 of 1983. | 24. (1) The Business Names Registration Act and the Business Registration Act 1983 are hereby repealed. (2) Notwithstanding subsection (1), any order, proclamation or regulations made under the repealed Acts and in existence at the commencement of this Act shall continue in existence unless otherwise revoked. |
Passed in Parliament this 8th day of June, in the year of our Lord two thousand and seven.
A. A. KEMOKAI,
Clerk of Parliament.
THIS PRINTED IMPRESSION has been carefully compared by me with the Bill which has passed Parliament and found by me to be a true and correct printed copy of the said Bill.
A. A. KEMOKAI,
Clerk of Parliament.
PRINTED AND PUBLISHED BY THE GOVERNMENT PRINTING DEPARTMENT, SIERRA LEONE.
GAZETTE EXTRAODINARY NO. 47 OF 11TH SEPTEMBER, 2007.