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Companies Act, 2009

The modern company-law statute of Sierra Leone, governing the formation, administration and winding up of companies.

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Summary

The Companies Act, 2009 provided a comprehensive modern framework for company law in Sierra Leone, replacing the older colonial-era companies legislation. It was a central element of the 2009 commercial-law reforms designed to improve the ease of doing business.

The Act governs the incorporation and registration of companies, the distinction between private and public companies, share capital and shareholders' rights, the duties and liabilities of directors, company administration, accounts and audit, and the protection of minority shareholders. It also provides for company charges, receivership, arrangements and the winding up of companies.

It modernised corporate governance and disclosure standards and underpins the registration functions of the corporate registry. (A consolidated version appears as the Companies Act, 2014.)

Main provisions

  • Provides for the incorporation and registration of companies.
  • Distinguishes private and public companies and regulates share capital.
  • Sets out the duties, powers and liabilities of directors.
  • Regulates company administration, accounts and audit.
  • Protects minority shareholders and provides remedies.
  • Provides for charges, receivership, arrangements and winding up.