- Interpretation.
- PART II – CORPORATE AFFAIRS COMMISSION
- Establishment of Corporate Affairs Commission.
- Membership of Commission
- Tenure of office of members of Commission.
- Remunertion and allowances.
- Meetings of Commission.
- Disclosure of interest.
- Functions of Commission.
- Appointment of Registrar.
- Appointment of staff.
- Right to appear in court.
- Funds of Commission.
- Accounts and audit.
- Annual report.
- PART III –INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS
- PART IV–ACTS BY OR ON BEHALF OF THE COMPANY
- PART V–MEMBERSHIP OF COMPANY
- Definition of “member”.
- Capacity to be member.
- Right of member to attend meetings and vote.
- Companies ceasing to have members.
- Personation of members.
- Register of members
- Obligation to keep up and enter register.
- Location of register.
- Index of members.
- Entries in register in relation to share warrants.
- Inspection of register and index.
- Non-compliance with sections 70 71 and 73.
- Power to close register
- Power of court to rectify register.
- Trust not to be entered on register.
- Register to be evidence
- Liability of members
- Disclosure of beneficial interest in shares
- PART VI–SHARE CAPITAL
- PART VII –SHARES
- Nature of shares
- Issue of shares
- Allotment of shares
- Authority to allot shares.
- Method of application and allotment.
- Allotment as acceptance of offer
- Payment on allotment.
- Prohibition of allotment unless minimum subscription received
- Prohibition of allotment in certain cases of prospectus delivered to Commission.
- Effect of irregular allotment.
- Return as to allotments.
- Prohibitionof payment of commissions, discounts out of shares and capital.
- Power to pay commission in certain cases.
- Statement in balance sheet as to commission.
- Call on and payment for shares
- Class of shares
- Numbering of shares
- Share certificates
- Transfer and transmission of shares and debentures
- Transfer of shares.
- Entry in register of transfers.
- Notice of refusal to register
- Transfer by personal representatives.
- Recognition of executors’ etc. title to shares.
- Protection of beneficiaries.
- Certification of transfers
- Redemption of redeemable preference of shares.
- Prohibition of financial assistance by company for acquisition of its shares
- Acquisition by company of its own shares
- Conditions for purchase by a company of its own shares.
- Limit on number of shares acquired.
- Disclosure by company of purchase of its own shares.
- Enforceability of contract to acquire shares
- Re-issue of shares acquired.
- Acquisition of shares of holding company.
- PART VIII –DEBENTURES
- Creation of debentures and debenture stock
- Types of debentures
- Fixed and floating charges
- Debenture trust deeds
- Execution of debenture trust deed.
- Contents of debenture trust deed.
- Contents of debentures covered by trust deed.
- Trustees for debenture holders.
- Disqualification for appointment astrustee of debenture trust deed.
- Rights of debenture holders.
- Liability of trustees for debenture holders.
- Restrictions on transferability of debentures.
- Provisions as to company’s register of charges, debentureholders and as to copies of instruments creating charges
- Registration of charges with Commission
- Registration of charges created by companies.
- Register of particulars of charges.
- Duty of company to register charges.
- Duty of company acquiring property to register subsisting charge.
- Existing charges.
- Charges to secure fluctuating amounts.
- Endorsement of registration.
- Entries of satisfaction of charges.
- Rectification of register.
- Inspection of register and copies of instruments.
- Realisation of debenture holder’s security.
- Remedies available to debenture holders.
- Delivery of debentures or certificate of debenture stock.
- PART IX–MEETINGS AND PROCEEDINGS
- Statutory meetings
- General meetings
- Extra-ordinary general meetings
- Notice of meetings
- Length of notice for calling meetings.
- Contents of notice.
- Persons entitled to notice.
- Service of notice.
- Additional notice.
- Failure to give notice.
- Court to order meetings.
- Right to attend general meetings.
- Proxies.
- Corporation representation at meetings of companies.
- Quorum.
- Resolutions.
- Written resolutions.
- Circulation of members’ resolutions.
- Resolutions requiring special notice.
- Registration and copies of certain resolutions
- Effect of resolutions passed a t adjourned meetings.
- Miscellaneous matters relating to meetings and proceedings
- PART X–DIRECTORS AND SECRETARIES OF COMPANY
- Directors
- Appointment of directors
- Number of directors.
- Subsequent appointment of directors.
- Casual vacancy.
- Liability of a person where not duly appointed.
- Share qualification of directors.
- Duty of directors to disclose age to company.
- Insolvent persons acting as directors
- Restraint of fraudulent persons.
- Disqualification for directorship.
- Rotation of directors.
- Mode of voting on appointment of directors.
- Removal of directors.
- Remuneration and other payments
- Remuneration of directors.
- Remuneration of managing directors.
- Prohibition of loans to directors in certain circumstances
- Payment by company for loss of office etc. to be approved.
- Payment to director for loss of office etc. or transfer of property illegal.
- Directors to disclose payment for loss of office, in certain cases.
- Provisions supplemental to sections 227 and 228.
- Powers and duties of directors
- Limitations on the powers of directors.
- Duties of directors.
- Duty of care and skill.
- Directors as trustees and agents of company.
- Exercise of directors’ power.
- Conflict of duty and interest.
- Consent of companies.
- Duties of directors in connection with sales.
- Contracts in which directors are interested.
- Directors acting professionally
- Civil liabilities for breach of duty.
- Legal liabilities for breach of duty.
- Miscellaneous matters relating to directors
- Multiple directors.
- Directors with unlimited liability in respect of limited company
- Special resolution of limited company making liability of directors unlimited.
- Statement on remuneration of directors to be furnished to shareholders.
- Provision as to liability of officers and auditors.
- Register of directors and secretaries
- Register of directors’ holdings.
- Secretaries
- PART X I–PROTECTION OF MINORITY AGAINST ILLEGAL AND OPPRESSIVE CONDUCT
- Action by or against company
- Only company may sue for wrong or ratify irregular conduct.
- Injunction or declaration in the event of illegal or irregular activity.
- Definition of members.
- Commencing derivative action.
- Powers of court.
- Evidence of share-holdrs’s approval not conclusives
- Court’s approval to discontinue.
- No secirity for costs
- Interim costs
- Definition of applicant.
- Relief on the grounds of unfairly prejudicial and oppressive conduct
- Investigation of companies and their affairs
- Investigation of affairs of company by inspecors.
- Inspector’s powers during investigation.
- Production of documents and evidence to inspectors
- Powers of inspector to call for dirctors’ bank accounts.
- Inspectors’ report.
- Power to bring civil proceedings.
- Criminal proceedings on report by inspector.
- Inspector’s report to be used as evidence in legal proceedings.
- Appointment, etc. of inspectors to investigate ownership of company.
- Provisions applicable to investigations.
- Power to require information as to persons intersted in shares, etc.
- Powers to impose restrictions on shares, etc.
- Savings for legal practitioners and bankers.
- Action by or against company
- PART XI I–FINANCIAL STATEMENTS AND AUDIT
- Accounting Records
- Company’s accounting reference periods and financial year
- Form and content of company, individual and group financial statements
- Director’s report
- Director’s report.
- Signing of balance sheet and documents to be annexed to it.
- Persons entitled to receive financial stements as of right.
- Directors’ duty to lay and deliver financial statements
- Penalty for non compliance with section 296.
- Default orderin case of non-compliance
- Penalty for laying or delivering defective financial statements.
- Share holder’s right to obtain copies of financial statemnt
- Modified financial statements
- Publication of financial statements
- Audit
- Power of Minister to alter accounting requirements.
- Appointment and remuneration of auditors
- Qualification of auditors
- Auditors’ report.
- Auditors’ duties and powers
- Removal of auditors.
- Auditors’ right to attend company’s meetings.
- Resignation of auditors.
- Liability of auditors for negligence.
- False statements to auditors.
- PART XIII–ANNUAL RETURNS
- PART XIV –DIVIDENDS AND PROFITS
- Declaration of dividend and payment of interim dividend
- Distributable profits.
- Restriction on declaration and payment of dividends.
- Unclaimed dividends.
- Reserves and capitalization
- Employees’ shares and profitsharing.
- Right of shareholders to sue for dividends.
- Liability for paying dividend out of capital,
- PART XV–RECEIVERS AND MANAGERS
- Appointment of receivers and managers
- Disqualification for appointment as receiveror manager.
- Official receiver for debenture holders and others.
- Appointment of receivers and managers by court.
- Receivers and managers appointed out of court.
- Receiver or manager appointed out of court to apply to court for directions
- Registration of appointment order etc.
- Duties, powers, etc, of receivers and managers.
- Liabilities of receivers managers on contracts
- Procedure after appointment
- Accounts by receivers or managers
- Duty as to returns
- Construction of references
- Appointment of receivers and managers
- PART XVI – WINDING UP
- Modes of winding up
- Liability of members
- Winding-up by court-jurisdiction
- Cases in which company may be wound up by court
- Circumstances in which company maybe wound up by court.
- Definition of inability to pay debts.
- Provision as to applications for winding up.
- Power of court on hearing petition.
- Power to stay or restrainproceedings against company
- Avoidance of disposition of property, etc.after commencement of winding up.
- Avoidance of attachment, etc
- Commencement of winding up
- Official receiver in winding up
- Liquidators
- Power of court to appoint liquidators.
- Appointment and powers of provisional liquidators.
- Appointment, style, etc. of liquidators.
- Provisions where person other than official receiver is appointed liquidator
- General provisions as to liquidators.
- Custody of company’s property.
- Vesting of property of company in liquidators.
- Powers of liquidators.
- Companies Liuidation Account
- Exercise and control of liquidator’s powers.
- Books to be kept by liquidator
- Payments by liquidators into Companies Liquidation Account
- Audit of liquidator’s accounts
- Control over liquidators.
- Release of liquidators.
- Committees of inspection
- General powers of court in case of winding up by court
- Power to stay winding up.
- Settlement of lists of contributories and application of assets.
- Delivery of property to liquidators
- Payments of debts due by contributories to company and extent to which set off allawed.
- Power of court to make calls.
- Payment into Companies liquidation Account of moneys due to companies.
- Order on contributory to be conclusive evidence.
- Appointment of special manager.
- Power to exclude creditors not proving in time.
- Adjustment of rights of contributories
- Inspection o fbooks by creditors and contributories.
- Costs of winding up to be paid out of assets.
- Attendance of directors of company at meetings of creditors, etc.
- Public examination of promoters, directors, etc.
- Power to restrain fraudulent persons from managing companies
- Power to arrest absconding contributory.
- Powers of court cumulative
- Dissolution of company
- Enforcement of and appeal from orders
- Voluntary winding-up
- Consequences of voluntary winding up
- Declaration of solvency
- Provisions applicable to a members’ voluntary winding up
- Provisions applicable to members’ winding-up.
- Powers of company to appoint and fix remuneration of liquidators
- Power to fill vacancies in office of liquidator.
- Power of liquidator to accept shares as consideration for sale of company’s property.
- Creditors’ meeting in case of insolvency.
- Final meeting and dissolution of companies.
- Alternative provision as to company meeting in case of insolvency.
- Books and accounts during members’ voluntary winding up.
- Provisions applicable to creditors’ voluntary winding up
- Provisions applicable to voluntary winding up
- Distribution of property of company.
- Powers and duties of liquidator involuntary. winding up
- Appointment and removal of liquidator in voluntary winding up.
- Notice by liquidator of his appointment.
- Arrangement when binding on creditors.
- Power to apply to court to have questions determined or powers exercised.
- Cost of voluntary winding up.
- Saving of rights of creditors and contributories.
- Winding up subject to supervision of court
- Provisions applicable to every mode of winding-up, proof and ranking of claims
- Effect of winding-up on antecedent and other transactions
- Fraudulent preference.
- Liabilities and rights of persons fraudulently preferred.
- Procudure for setting aside voidable transactions and charges.
- Orders upon setting aside transaction or charges.
- Additional provisions relating to setting aside transactions and charges.
- Transactions at undervalue.
- Inadequate o rexcessive consideration for directors and certain other persons.
- Court to set aside certain securities and charges
- Pooling of assets of related companies
- Guidelines for orders.
- Assetless Companies Fund.
- Effect of floating charge.
- Disclaimer of onerous property.
- Restriction of rights of creditor in company being wound up.
- Duties of sheriff as to goods taken in execution
- Offences antecedent to or in course of winding up.
- Offences by officers of companies in liquidation.
- Penalty for falsification of books.
- Fraud by officers of companies which have gone into liquidation.
- Liability where proper accounts not kept.
- Responsibility of directors for fraudulent trading.
- Power of court to assess damages against delinquent directors.
- Prosecution of delinquent officers and members of company.
- Supplementary provisions as to winding up
- Disqualifications for appointment as liquidator.
- Corrupt inducement affecting appointment as liquidator.
- Enforcement of duty of liquidatorto make returns, etc.
- Notification that company is in liquidation
- Exemption of certain documents from stamp duty on winding up of companies.
- Books of company to be evidence.
- Information as to pending liquidations.
- Unclaimed assets to be paid into Companies Liquidation Account.
- Resolutions passed at adjourned meetings of creditors and contributories
- Supplementary powers of court
- Provisions as to dissolutions
- Returns by officers of court
- Accounts to be prepared annually
- PART XVII–ARRANGEMENTS AND COMPROMISES
- Power to compromise with creditors and members.
- Information on compromise to be circulated.
- Provisions for facilitating reconstruction and amalgamation of companies.
- Power to acquire shares of dissenting minority.
- Dissentient’s right to compel acquisition of his shares.
- Provisionss upplementing section 481.
- PART XVIII –COMPANIES INCORPORATED OUTSIDE SIERRA LEONE AND CARRYING ON BUSINESS WITHIN SIERRA LEONE
- Companies to which this Part applies.
- Documents, etc., to be delivered to Commission by companies carrying on business in Sierra Leone.
- Balance sheet of company carrying on business in Sierra Leone.
- Obligation to state name of company, etc.
- Service on company to which this Part applies.
- Commission to be notified when company ceases to have place of business in Sierra Leone.
- Notification of winding up of company incorporated outside Sierra Leone.
- Cessation of business of company incorporated outside Sierra Leone.
- Penalties.
- Interpretation.
- PART XIX–DEALINGS IN COMPANIES’ SECURITIES
- Regulations.
- Invitations to the public
- Forms of prospectus
- Form of application for shares to be issued with prospectus.
- Effective date of prospectus.
- Form and contents of prospectus.
- Application of provisions relating to prospectus in certain cases.
- Prohibition of issue, etc, of certainnotices, circulars and advertisements.
- Expert’s statements in prospectus.
- Prospectus on invitation to the public to acquire or dispose of securities.
- Contract in prospectus, etc., not to be varied without leave.
- Registration of prospectus.
- Material change.
- Civil liability for misstatement in prospectus.
- Offences in respect of untrue statements in prospectus.
- Interpretation as to statement in prospectus.
- PART XX–MISCELLANEOUS
- Provision with respect to default fines and meaning of “officer indefault” etc.
- Penalty for improper use of the word“limited”.
- Service of documents and legal proceedings
- Service of documents.
- Power of court to grant relief in certain cases.
- Costs in action by certain limited companies.
- Power to enforce orders.
- False statements.
- Every director, employee, etc. to be liable.
- Falsification of records.
- Power to grant relief
- Irregularities in proceedings.
- Arbitration.
- Court may disqualify directors.
- Commission’s power of inspection.
- Appeals from Commission’s decisions.
- Representative actions.
- Annual report by Commission.
- Proof of signature of Registrar.
- PART XXI - REPEALS
- SCHEDULES
ACT Supplement to the Sierra Leone Gazette Vol. CXL, No. 36
dated 13th August, 2009
THE COMPANIES ACT, 2009
ARRANGEMENT OF SECTIONS
Section PART I–PRELIMINARY PART III–INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS
ii iii
iv 79. Liability of members.
PARTVI–SHARE CAPITAL
v
PART VII–SHARES
114. Statement in balance sheet as to commission.
vi
121. Shares to be numbered.
vii
PART VIII–DEBENTURES
viii
PART IX–MEETINGS AND PROCEEDINGS
ix x xi xii PART XI–PROTECTION OF MINORITY AGAINST ILLEGAL AND OPPRESSIVE CONDUCT
PART XII–FINANCIAL STATEMENTS AND A UDIT
282. Penalties for non-compliance with sections 299 and 300.
xiii PART XV – RECEIVERS AND MANAGERS
330.Disqualification for appointment as receiver or manager.
xiv 340. Delivery to Commission of accounts of receivers and managers.
341. Enforcement of duty of receivers, managers to make returns etc.
342. Construction of references to receivers and managers.
PART XVI–WINDING UP
343. Modes of winding up.
349. Jurisdiction to wind up companies incorporated in Sierra Leone.
350. Circumstances in which company may be wound up by court.
xv xvi
xvii
xviii
xix xxi SIGNED this 5th day of June, 2009
PART XX – MISCELLANOUS DR. ERNEST BAI KOROMA,511. Provision with respect to default fines and meaning of “officer in default”.
President. 2009 530. Regulations.
PART XXI–REPEALS
531. Repeal and savings.
[] Date of com-SCHEDULES mencement.
ENACTED by the President and Members of Parliament in thispresent Parliament assembled. No. 5 Companies Act 2009 (2) The Chairman and other members of the Commission excepting the Registrar, shall be appointed by the President subject to the approval of Parliament.
Tenure of 4. (1) A person appointed as a member of the Commission
office of
(other than an ex-officio member) shall hold office for three years and
members of (2)
Formation of a companies
Memorandum of association
31 Articles for regulating companies.
Capacity and powers of a company
Effect of memorandum and articles
Alteration of memorandum and articles
Re-registration of companies
Promoters
Company’s contracts
78 Register to be evidence.
Liability of members
Disclosure of beneficial interest in shares
Minimum share capital
Nature of shares
Issues of shares
Allotment of shares
Call on and payment for shares
Class of shares
Numbering of shares
Share certificates
Transfer and transmission of shares
Transaction by company in respect of its own shares
Creation of debentures and debenture stock
Fixed and floating charges
Registration of charges with Commission
Statutory meetings
General meetings
Extra-ordinary general meetings
Notice of meetings
Miscellaneous matters relating to meetings and proceedings
Appointment of Directors
Remuneration of directors
Powers and duties of directors
Miscellaneous matters relating to directors
Secretaries
Action by or against company
Relief on grounds of unfairly prejudical and oppressive conduct
Investigation of companies and their affairs
Accounting records
Company’s accounting reference periods and financial year
Form and content of company, individual or financial statements
Modification of financial statements
Publication of financial statements
Appointment of receivers and managers
Procedure after appointment
Accounts by receivers or managers
Duty as to returns
Construction of references
Modes of winding up
Liability of members
Winding-up by the court – jurisdiction
Cases in which a company may be wound up by court
Commencement of winding up
Official receiver in winding up
Liquidators
Committees of inspection
General powers of court in case of winding up by court
Enforcement of and appeal from orders
Voluntary winding up
Consequences of voluntary winding up
Declaration of solvency
Provisions applicable to members’ voluntary winding up
Provisions applicable to creditors’ voluntary winding up
Provisions applicable to every voluntary winding up
Winding up subject to supervision of court
Provisions applicable to every mode of winding up -proof and ranking of claims
Effect of winding-up on antecedent and other transactions
Offences antecedent to or in course of winding up
Supplementary provisions as to winding up
Supplementary powers of court
Provisions as to dissolutions
Accounts to be prepared annually
carrying on business in Sierra Leone
Invitation to the public
Forms of prospectus
Service of documents and legal proceedings
No. 5
Sierra Leone
THE COMPANIES ACT, 2009.
Being an Act to provide for the registration and regulation of Short title.
companies and for other related matters.
2 No. 5 Companies Act 2009 No. 5 Companies Act 2009 3 Interpretation. 1. In this Act unless the context otherwise requires– “Attorney-General” means the Attorney-General and Minster of Justice. “prospectus” means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company; “Commission” means the Corporate Affairs Commission established by section 2; “Registrar” means the Registrar appointed under section 9; “Court” means the High Court; “debenture” includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not; “director” means a person by whatever name called duly appointed by a company to direct and manage the business of the company and includes a person held out by the company as a director; “document” includes summons, notice, order or other legal process and registers; “security” includes shares and debentures; “share” means share in the share capital of a company and includes stock except where a distinction between stock and shares is expressed or implied. PART II – CORPORATE AFFAIRS COMMISSION 2. (1) There is hereby established a body to be known as the Corporate Affairs Commission. (2) The Commission shall be– Establishment of Corporate Affairs Commission. Cap 249 “existing company” means a company incorporated under the repealed Act; (a) a body corporate with perpetual succession and a common seal; “financial year” means Government; the financial year of the (b) capable of suing and being sued in its corporate name; and “manager” includes any person occupying the position of a manager by whatever name called and whether under a contract of service or not; (c) capable of acquiring, holding or disposing of any property, whether movable or immovable, for the purpose of carrying out its functions. “memorandum” means the memorandum of association of a company as originally formed or as altered; “Minister” means the Minister responsible for trade. “officer” includes a director, manager or secretary but does not include an auditor; 3. (1) members:– The Commission shall consist of the following (a) a chairman who shall be an accountant or a legal practitioner having not less than ten years’ practice in his profession; Membership of Commission.
(iii) the Sierra Leone Bar Association; (iv) the Institute of Chartered Accountants of Sierra Leone;
Commission. shall be eligible for re-appointment for not more than two terms.