Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698834402333.pdf (Sierra Leone)
72 FORM 28 Regulations 7 and 9 FORM 32 (E) FORM 28 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION AVAILABILITY CHECK FORM 32 (E) THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION DECLARATION OF COMPLIANCE 73 Regulation 7 NAME OF PRESENTER TELEPHONE NO ADDRESS EMAIL 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) c. Private Limited Company (LTD) b.
Company Limited by Guarantee d. Unlimited Company (ULTD) Dated this Day of 20 COMPANY NAME COMPANY NUMBER REGISTERED ADDRESS TELEPHONE NO EMAIL 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 Name and signature of presenter:................................................................................... Name availability check is free of charge Use additional sheet if required Declared at This Day of 20 74 FORM 32/211 FORM 32/211 Regulation 7 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION STATUTORY DECLARATION BY A PERSON BEFORE APPOINTMENT AS DIRECTOR OR BEFORE INCORPORATION OF A COMPANY COMPANY NAME COMPANY NUMBER ADDRESS TELEPHONE NO EMAIL I do solemnly and sincerely declare that- TITLE FORENAME SURNAME FORMER NAME COUNTRY OF RESIDENCE OCCUPATION OTHER DIRECTORSHIP HELD NATIONALITY DATE OF BIRTH 75 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.

Signature Submitted/filed This Day of 20 To be completed by every director 76 FORM 284 Regulation 28 FORM 284 THE COMPANIES ACT NO.
5 OF 2 009 CORPORATE AFFAIRS COMMISSION NOTICE/CHANGE OF ACCOUNTING REFERENCE DATE FORM 285 77 Regulation 28 FORM 285 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION CHANGE OF ACCOUNTING REFERENCE DATE COMPANY NAME COMPANY NUMBER ADDRESS TELEPHONE NO 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 DETAILS 1st Director 2nd Director/ Secretary Name or Director Telephone No Address Signature Email DAY COMPANY NAME Company Number Registered Address Telephone No.

Email 1.
Email 1.

DATE OF ACCOUNTING REFERENCE PERIOD Please enter the end date of the current or the previous accounting period.

Accounting period ending on Day Month Year 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 Submitted / Filed MONTH YEAR Or please enter the date the accounting reference period has been extended to Date extended so as to end on Applicable fees shall/has been paid by: Mobile Money Bank Transfer Day Month Year 78 3.

Extending more than once in five years.

Accounting reference period must not be extended more than once in five year.

1st Director 2nd Director/ Secretary Name or Director Telephone No Address Signature Email 4.
Submitted / Filed DAY MONTH YEAR Applicable fees shall/has been paid by : Mobile Money Bank Transfer FORM 30 79 Regulation, 12 FORM 30 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION NOTICE OF CHANGE OF NAME COMPANY NAME Company Number Registered Address Telephone No.

Email 1.
Email 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 1st Director 2nd Director/ Secretary Name or Director Telephone No Address Signature Email 80 1.
Submitted / Filed DAY MONTH YEAR Applicable fees shall/has been paid by : Mobile Money Bank Transfer Checklist We may return forms completed incorrectly or with information missing.

FORM 317 81 Regulation 27 FORM 317 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION ANNUAL RETURN FOR A COMPANY HAVING SHARES OTHER THAN A SMALL COMPANY COMPANY NAME Company Number Registered Address NASSIT NO TIN NO No.

of Employees Telephone No.


Email 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.

Surname: Age Sex Tel No P.O.


Box Email 82 Others Name: Nationality: Residential Address ( in case of a corporation the registered or principal office) Business occupation 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 Surname: Others Name: Nationality: Age Sex 83 Tel No P.O.

Box Email Age Sex Tel No P.O.
Box Email Residential Address( in case of a Residential Address( in case of a corporation the registered or principal office) Business occupation 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 Surname: Others Name: Nationality: Residential Address( in case of a corporation the registered or principal office) Business occupation 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 Surname: Others Name: Nationality: Age Sex 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 Surname: Others Name: Nationality: Age Sex Tel No P.O.

Box Email Residential Address (in case of a corporation the registered or principal office) Business occupation and Particulars of other Directorships Surname: Others Name: Nationality: Age Sex Residential Address ( in case of a corporation the registered or principal office) Business occupation and Particulars of other Directorships Tel No P.O.

Box Email 86 87 4 .
Box Email 86 87 4 .

Authorized share capital divided into shares of Le ea ch 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 of a corporation the corporation name the registered address 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 Dire ctor Name of Director & Tel.

No.

................................................... ................................................... Signatur e o f Dire c/Secr etary Name of Direc/ Secretary & Tel.

No.

No te : ii.
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.

PRESENTER DETAILS Name of presenter Telephone No: Address Email 88 FORM 319 COMPANY NAME Company Number Registered Address NASSIT NO TIN NO No.

of Employees Telephone No.

Email FORM 319 7.


Particulars of persons who are directors of the company at the date of this return Re gulation 27 89 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION ANNUAL RETURN FOR A SMALL COMPANY Age Tel.

No.

State P.O.
No.

State P.O.

Box City Email Surname: Others Name: Nationality: Residential Address Business Occupation Particulars of other Directorship Surname: Others Name: ANNUAL RETURN made up to Day of (being the twenty eight days after the date of the general meeting for the year 1 .

2 .

3 .

4 .

5 .

6 .

Registered office address Nationality: Age Tel.

No.
No.

Location of registers of members & Debentu re Holders (or a ny part of su ch registers) if other than the registered office of the company Residential Address Particulars of indebtedness: Staff hired for the reporting year Number of staff terminated or retired Total amount paid as termination or retirement packag State P.O.

Box City Email Business Occupation Particulars of other Directorship 90 5.
Particulars of person who is Secretary of the company at the date of this return FORM 110 91 Re gulation 17 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.
No.

1st Director 2nd Director/ Secretary DETAILS Name of Director Telephone No Address Signature Email Notes: For the purposes of this form a small company is defined as follows : (A) (B) (C ) (D) (E) A private company having a share capital Has a turnover of ….. for the reporting year Has a total net value not more than … All of its member s sho uld be Sie rra Leone ans None of its members is a government or public corporation or agency or its nominee s and FORM 110 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION STATEMENT OF SHARE CAPITAL AND RETURN OF ALLOTMENT COMPANY NAME Company Number Registered Address Telephone No.

Email 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 (F) The members be twe en the m hold no t less than 51% of its e quity valuation of the consideration) share capital 92 93 NAME AND ADDRESS OF ALLOTEES No.
of shares Allotted and amount payable or due on each share N a m e Address Tel No P.O.

Box Email Name Address Tel No Name Addr ess Tel No P. O .B o x Email Name Address Tel No P. O .B o x Email N a m e Address Tel No P.O.Box Email P.O.Box Email 94 Applicable fee s shall/has been paid by : Mobile Money Bank Transfer FORM 247(4) 95 Re gulation 24 FORM 247(4) THE COMPANIES ACT NO.
5 OF 2009 CORPORATE A FFAIRS COMMISSION CHANGE OF DIRECTOR/SECRETARY/ REGISTERED OFFICE ADDRESS Date this day of 20 PRESENTER DETAILS COMPANY NAME Company Number Registered Address Telephone No.
Email Name of presenter Telephone No: Address Email 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/ Secretary Residential address Date in which he ceases to hold office Rea son APPOINTMENT OF NEW DIRECTOR/SECRETARIES Full name Office: Director / secreta ry Residential address Date of appointment/ 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 Dire ctor 96 1.

New registered office address FORM 170 Se ction B PRESENTER DETAILS 97 Re gulation 20 FORM 170 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION PARTICULARS OF CHARGE Name ofs presenter Telephone No: Address City Email Attach copy of reso lution Applicable fee s shall/has been paid by : Mobile Money Bank Transfer (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) COMPANY NAME Company Number Registered Address Telephone No.

Email 1 .

Charge creation details Charge creation date Da te Mo nt h Year Where the charge was created 2 .
Names of persons, security agent or trustee entitled to the charge 98 3.

Brief description of charge PRESENTER DETAILS 99 Name or presenter Telephone No: 4.

Fix charge Does the instrument include a fix charge of any tangible or Address 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.
City Email Checklist 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 enc lose a certified copy of the instrument with this form.

Name Address Title Organization Tel No Email Signature 100 FORM 45 FORM 45 Re gulation 29 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION APPLICATION BY A PRIVATE COMPANY FOR RE-REGISTRATION AS A PUBLIC COMPANY COMPANY NAME Company Number Registered Address Telephone No.
EMAIL 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: Copy of the special resolution that the company should re-register as a public 1 .

limited company and that company’s memorandum and articles be altered.

101 6 .
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)} 1st Director 2nd Director/ Secretary DETAILS Name of Director Telephone No Address Signature Email Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Transfer Checklist We may return forms completed incorrectly or with information missing.
Please note that the approval of prospectus shall incur additional fee.

Kindly ensure prospectus is prepared as per regulations.

2 .

Copy of a written statement by the director and secretary certifying on oa th Please make sure you have: 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.
Printed copy of memorandum and article as altered Copy of the bala nce sheet of the company as at the da te of the resolution or preceding 6 months whichever is later.

3 .

4 .

5 .

A statutory declaration by a director and secretary of the company verifying that 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.
the special resolution has been passed and that the company’s net assets are not less Payment of application of registration is made by than the aggregate of the paid-up share capital and un-distributable reserves.

102 FORM 47 FORM 47 Re gulation 29 DETAILS 1st Director 2nd Director/ Secretary 103 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION APPLICATION BY A PRIVATE COMPANY FOR RE-REGISTRATION AS AN UNLIMITED LIABILITY COMPANY COMPANY NAME COMPANY NO REGISTERED ADDRESS TELEPHONE NO EMAIL Name of Director Telephone No Address Signature Email 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) And for that purpose delivers the following documents for re-registration: (full name of re-registered company) 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 Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Transfer Note: 3 .
A statutory declaration by a director and secretary of the company verifying that Please make sure you have: 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) Submitted copy of the certificate of incorporation for cancellation and any other supporting document.
104 FORM 46 FORM 46 Re gulation 29 DETAILS 105 1st Director 2nd Director/ Secretary THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION APPLICATION BY A PUBLIC COMPANY FOR RE-REGISTRATION AS A PRIVATE COMPANY COMPANY NAME Company Number Registered Address Telephone No.
EMAIL Name of Director Telephone No Address Signature Email 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.

DAY MONTH YEAR Submitted / Filed Applicable fee s shall/has been paid by : Mobile Money Bank Transfer Note : Please make sure you have : The application for cancellation was made but it has been withdrawn or an order has been made confirming the resolution.

Submitted copy of the certificate of incorporation for cancellation and any other supporting document.
(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 contra ct entered into, by, to, with or on beha lf of the compa ny before the new registration and those rights or liabilities may be enforced in the manner provided in the companies act 2009 as amended) 106 FORM 46 A FORM 46A Re gulation 29 Submitted / Filed DAY MONTH YEAR 107 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION NOTICE BY THE COMPANY OF APPLICATION TO COURT FOR CANCELLATION OF RESOLUTION FOR RE-REGISTRATION COMPANY NAME COMPANY NUMBER ADDRESS TELEPHONE NO EMAIL 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.
DETAILS 1st Director 2nd Director/ Secretary Name of Director Telephone No Address Signature Email Applicable fee s shall/has been paid by : Mobile Money Bank Tr ansfer Presenter Details if different from director/secretary Name of presenter Telephone No: Address City Email Checklist We may return forms completed incorrectly or with information missing.
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.

108 FORM 48 FORM 48 DETAILS Re gulation 29 1st Director 2nd Director/ Secretary 109 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION APPLICATION BY A PRIVATE COMPANY FOR RE-REGISTRATION FROM UNLIMITED TO LIMITED BY SHARES COMPANY NAME COMPANY NO REGISTERED ADDRESS TELEPHONE NO EMAIL 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.
b.

A printed copy of the memorandum and articles as altered SIGNATURE Name of Director Telephone No Address Signature Email Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Transfer Presenter Details if different from director/secretary Name of presenter Telephone No: Address City Email Checklist We may return forms completed incorrectly or with information missing.
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 re- registration.

You have provided supporting document as required in A2.

We are aware registration shall not affect the rights & liabilities of the company in respect of debt or obligation incurred.
You have signed the form You have paid the correct fee 110 FORM 367 FORM 367 Re gulation 30(2) THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION STATEMENT BY LIQUIDATOR AS TO PENDING LIQUIDATION AND DISPOSAL OF UNCLAIMED ASSETS COMPANY NAME (in Liquidation) Company Number Address Telephone No.

City 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 .

7 .


Period Covered by this Statement: to Pending Assets Number Value It em 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 111 Number Value Gross Assets Statement of Liabilities Item 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 Unclaimed / undistributed Date Received Person(s) Entitled Reason(s) for Remaining 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) 112 FORM 335 FORM 335 Re gulation 22 DETAILS 1st Director 2nd Director/ Secretary 113 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION NOTIFICATION OF APPOINTMENT OF MANAGER OR RECEIVER NAME OF COMPANY COMPANY NO REGISTERED ADDRESS TELEPHONE NO EMAIL 1 .
Date of manager or receiver appointment Date of appointment Da te Mo nt h Year 2 .
Manager or receiver details Title Full forename(s) Surname Nationality Date of birth Occupation Address Name of Director Telephone No Address Signature Email Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Transfer Presenter information Contact name........................................................................................ ................ Company name........................................................................................ ..............
Address............................................................................................. ..................... Telephone........................................................................................... .................. Checklist We may return forms completed incorrectly or with information missing Please remember the following: The company name and number match (This address should not be the company’s registered address) You have provided a business occupation if you have one 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) 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 114 FORM EE FORM EE Re gulation 37 FORM DD THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION FORM FOR STATUS REPORT OF A COMPANY FORM DD THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION FORM FOR CERTIFIED COPY OF A DOCUMENT 115 Re gulation 33 NAME INDIVIDUAL / COMPANY ADDRESS TELEPHONE NO EMAIL I/WE...........................................(INDIVIDUAL/ COMPANY) IS/ARE REQUESTING A STATUS REPORT (PERFORMANCE OR COMPLIANCE) FOR.................COMPANY STATED BELOW.
COMPANY NAME REGISTERED ADDRESS COMPANY NO Period for which report is requested start...........................end.....................................

Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Transfer NAME of COMPANY Company NO: REGISTED ADDRESS EMAIL I............................................(SECRETARY/ DIRECTOR) OF THE ABO VE NAME CO MPANY REQUEST FO R THE CERFTIFY COPY O F TH E FOLLOWING DOCUMENT(S): NAME OF DOCUMENT (S) NO.
OF COPY DETAILS 1st Director 2nd Director/ Secretary Name of Director Telephone No Address Signature Email 116 Submitted / Filed F ORM 177 DAY MONTH YEAR 117 Regulation 21 FORM 117 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION STATISFACTION OF CHARGE Applicable fee s shall/has been paid by : Mobile Money Bank Transfer Presenter Details if different from director/secretary NAME (S) TEL/ EMAIL SIGNATURE NAME OF COMPANY COMPANY NO: REGISTERED ADDRESS 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..........................
DETAILS 1st Director 2nd Director/ Secretary Name of Director Telephone No Address Signature Email Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Transfer 118 FORM 87 FORM 87 Re gulation 15 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION Notice of Increase in Share Capital 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) DETAILS 1st Director 2nd Director/ Secretary 119 NAME OF COMPANY COMPANY NO: REGISTED ADDRESS TELEPHONE NO 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.
Name of Director Telephone No Address Signature Email Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile MoneyBank Tr ansfer .................................................................................................... .... * 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.

120 Form 89 FORM 89 Re gulation 16 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION NOTICE OF REDUCTION OF SHARE CAPITAL NAME OF COMPANY COMPANY NO: REGISTERED ADDRESS TELEPHONE NO EMAIL 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) 121 DETAILS 1st Director 2nd Director/ Secretary Name of Director Telephone No Address Signature Email Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Tr ansfer Presenter Details if different from director/secretary Name Address Telephone Email Signature 122 FORM BB FORM BB Re gulation 23 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION Notice of Cessation of Appointment of Receiver or Manager NAME OF COMPANY COMPANY NO: REGISTERED ADDRESS TELEPHONE NO Details of Receiver or Manager Ceasing to Act as such Name Address Telephone No Email 123 DETAILS 1st Director 2nd Director/ Secretary Name of Director Telephone No Address Signature Email DAY MONTH YEAR Submitted / Filed Applicable fee s shall/has been paid by : Mobile Money Bank Transfer 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 Number Date of Creation of Instrument or Date of Court Order DD MM YYYY Name Address Telephone Email Signature 124 FORM 185 FORM 185 Regulation 26 FORM 485 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION EXTENSION OF TIME WITHIN WHICH TO HOLD AN ANNUAL GENERAL MEETING FORM 485 THE COMPANIES ACT NO.
5 OF 2009 CORPORATE AFFAIRS COMMISSION REGISTRATION FORM (FOREIGN COMPANY) 125 Re gulation 7 NAME OF COMPANY COMPANY NO REGISTERED A DDRESS TELEPHONE NO EMAIL Notice is hereby given that the above-named company is requesting an extension of the time within which to hold its annual general meeting DETAILS 1st Director 2nd Director/ Secretary Name of Director Telephone No Address Signature Email 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 bee n carried out) 2 .
Types of Company: Public private Limited by shares limited by guarantee unlimited 3 .

Addre ss: (c) In country of incorporation Submitted / Filed DAY MONTH YEAR Applicable fees shall/has been paid by: Mobile Money Bank Transfer Presenter Details if different from director/secretary (d) In Sierr a Leo ne Name Address Telephone Email Signature Date of last annual general meeting 4 .
Nature of business (tick appropriate box) services manufacturing farming/fisheries commerce transport/communication finance/ banking building/construction mining manufacture insurance other please specify…………………………….
127 O c c up atio n S ig na t ur e Te le p ho ne Email: No te s: Attache d to this application the following: (e ) Copy of certificate of incorporation issued outside Sier ra Leone (f) (g ) Co pie s o f v alid forms o f Identificatio n o f all per sons name d showing a picture and date of birth.

If person named is a Sierra Leonean the following IDs are acc eptable: passpo rt, NASSIT Re gistratio n c ard, National ID, Driver’s License.

If a foreigner only copy of valid passport is acceptable.
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 certifie d tr anslatio n) (h ) Copy of consent for use of name (if required) DETAILS 1st Director 2nd Director/ Secretary 126 5 .
Direc to rs Name of Director Telephone No Address Signature Email Every director listed to complete form 32/211 Submitted / Filed DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Tr ansfer No te : signature gives consent to act in capacity as a director (attach copy of ID of eac h Dir ecto r named) 6 .

Details of person authorized to manage c ompany in Sier ra Le one N a m e Addr ess O c c up atio n S ig na t ur e Te le p ho ne (Attach copy of ID) Email: 7 .
Name and address of person in Sierra Leone authorized to accept notices (if different from above) N a m e Addr ess 128 Form 531 FORM 531 Se ction A Re gulation 72 1 .

The Business Name Date of Incorporation 129 FORM 531 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION RECALL FORM 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 .


De scr ibe yo ur Busine ss Activity/Nature of Business Ac tiv 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 Sec retary 10 .

Address of Secretary 130 11.


Particular of Shareholders Title (Mark x in appropriate box) Mr. Mrs. Miss Surname First name Occupation Nationality Middle Name Date of birth Sex M F ID/Passport No.

No te : Please attache d v alid c olo red photoc opy of yo ur National Ide ntific ation Card, NASSIT ID or Passport fo r sierr a Leonean.

Fore igner 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 infor mation (if necessar y) attached 131 11 Date o f submission of last annual repo rt and financial stateme nt Title (Mark x in appropriate box) Mr. Mrs. Miss Surname 12 .

Does a company have an existing charge YES NO First name Occupation Nationality Middle Name If yes state brief particulars Date of birth Sex M F ID/Passport No.

13 .
13 .

ACCOUNTING PERIOD OF THE COMPANY Title (Mark x in appropriate box) Mr. Mrs. Miss Surname 14 .

PARTICULARS OF DIRECTORS First name Occupation Nationality Middle Name Date of birth Sex M F ID/Passport No.

Title (Mark x in appropriate box) Mr. Mrs. Miss Surname First name Occupation Nationality Middle Name Date of birth Sex M F ID/Passport No.

Name of Director Address Signature National Revenue Authority Tax Identification Number (TIN) NASSIT Number 132 CHECK LIST FORM 318 133 Re gulation 27 1.
NAME OF COMPANY (MANDATORY 2.

3.

4.

CERTICATE OF INCORPORATION (MANDATORY) CURRENT ADDRESS/LOCATION OF THE COMPANY (MANDATORY) TELEPHONE NUMBER AND EMAIL OF BUSINESS, MOBILE NUMBER (MANDATORY) Form 318 THE COMPANIES ACT NO.

5 OF 2009 CORPORATE AFFAIRS COMMISSION ANNUAL RETURN OF A COMPANY LIMITED BY GUARANTEE COMPANY NAME COMPANY NO: 5.

NOMINAL ISSUED CAPITAL (MANDATORY) REGISTERED ADDRESS 6.

NAME OF CONTACT PERSON OR PERSON TO RECEIVE DOCUMENT(MANDATORY) 7.
SHARE HOLDERS PARTICULARS AND THEIR ID’S COPIED IN CLOURED.

(MANDATORY) TELEPHONE NO: EMAIL 8.

PARTICULARS OF DIRECTORS AND THEIR ID’S.

(MANDATORY) Physical and Postal Address at which the register of members is kept (if not kept at registered office) 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) 12.
(IF ANY) 12.

ACCOUNTING PERIOD OF THE COMPANY CURRENT OR INTENDED.

(MANDATORY) Surname: Others Name: Nationality: Residential Address (in case of a corporation the registered or principal office) Business occupation Age Sex Tel No P.O.
Box Email 134 Name of Director Telephone No Address Signature Email DETAILS 1st Director 2nd Director/ Secretary SECOND SCHEDULE 135 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) The fees payable to the Corporate Affairs Commission for services rendered under the Act are as follows: FEES Matte rs in relation to fees fo r serv ice s o ffe red under the ac t e xcluding ser vic es under Part XV111 MATTER IN RELATION TO WHICH AMOUNT OF FEE LE FEE IS PAYABLE Submitted / Filed (a) For Incorporation and formation of a Le 250,000 DAY MONTH YEAR Applicable fee s shall/has been paid by : Mobile Money Bank Transfer Name Address Telephone No Organization City Email Signature Annex statement with particulars of amount of indebtedness of the company in respect of all managers and changes.
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 electronic database (unlimited) (i) Three months access (ii) Six months (iii) Annually Le 1,000,000 Le 1,500,000 Le 3,200,000 136 137 MATTER IN RELATION TO WHICH AMOUNT OF FEE LE FEE IS PAYABLE (d) re registration of a company Le 150,000 (i) Electronically (ii) manually Le 200,000 (e ) approval for use of restricted names (name s that re quire 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 (i) Electronically (ii) Hard copy (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) (i) Electronically (ii) Hard copy (i) Forwarding or Filing of annual returns under section 320 (b) Le 35,000 Le 50,000 Le 35,000 Le 50,000 MATTER IN RELATION TO WHICH AMOUNT OF FEE LE FEE IS PAYABLE Small co mpany i. Electronically ii.
Hard copy Other co mpanies (i) Electronically (ii) manually (j) For Delivering of balance sheet, profit and loss account and notes on the statement under Section 296 of the Act (i) Electronically (ii) Hard copy (k ) Registration of a charge under section 170, 171 and 172 and registration of subsisting charge under section 173 of the Act) (i) Electronically (ii) hard copy Le 20,000 Le 35,000 Le 35 ,0 00 Le 50,000 Le 35,000 Le 50,000 0.1% of consideration plus Le100,000 (l) Registration of any orders under the Act Le 20,000 (i) Striking off of a company name – winding up (j) Approval for share transfer under Section 126 of the act including filing of statutory declaration in respect of the application for transfer of shares Le 35,000 Le 200,000 138 139 MATTER IN RELATION TO WHICH AMOUNT OF FEE LE FEE IS PAYABLE (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 (i) Electronically (ii) Hardcopy Le 35,000 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) (blac k and white) (r) Certified true copy of any certificate issued by the Commission to the company requesting (per copy) Le 150,000 MATTER IN RELATION TO WHICH AMOUNT OF FEE LE FEE IS PAYABLE (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, amalga- mations, business combinations Le 100,000 (u) Approval and Registration of documents for compa ny (i) mergers and acquisitions (ii) business c ombinatio ns (iii) Amalgamation Le 2,800,000 Le 2,500,000 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 100,000 140 141 MATTER IN RELATION TO WHICH AMOUNT OF FEE LE FEE IS PAYABLE (y) alteration of memorandum and articles FORMULA AT WHICH SECURITIES MAY BE BOUGHT OR SOLD OTHER THAN ON THE STOCK MARKET THIRD SCHEDULE Re gulation 71 Calculate pric e 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.
of association Le 40,000 Formula= market value per share/ earning s per share (z) notices for winding up (voluntary or involuntary) Le 88,000 (aa) Ce rtificate/le tter of goo d standing Le 150,000 (bb) Notice for return of allotment Le 100,000 Present value appr oach 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 142 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