Supplement To The Sierra Leone Gazette Vol. CXL, No. 36 .
ACTSupplement to the Sierra Leone Gazette Vol. CXL, No. 36dated 13th August, 2009THE COMPANIES ACT, 2009ARRANGEMENT OF SECTIONSSectionPART I–PRELIMINARY1. Interpretation.PART II–CORPORATE AFFAIRS ment of Corporate Affairs Commission.Membership of Commission.Tenure of office of members of Commission.Remuneration 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 INCIDENTALMATTERSFormation of a companies15. Right to form company.16. Partnership, etc of more than 20 members to be incorporated.ii17.18.19.20.21.22.Capacity of individuals to form companies.Types of companies.Private companies.Public companies.Unlimited company to have share capital.Company limited by guarantee.Memorandum of association23. Requirements with respect to memorandum of company.24. Form of memorandum.25. Name as stated in memorandum.26. Exemption from requirement of using “Limited” as part of name.27. Provision applicable to company exempted under section 26.28. Prohibited and restricted names.29. Penalty for improper use of “Limited”.30. Change of names of companies.31 Articles for regulating companies.32. Documents of incorporation.33. Registration of memorandum and articles.34. Effect of registration.Capacity and powers of a company35. Powers of companies.36. Effect of ultra vires act.Effect37.38.39.of memorandum and articlesEffect of memorandum and articles.Member’s right to copies of memorandum.Copies of memorandum issued to embody alterations.Alteration of memorandum and articles40. Restriction on alteration of memorandum.41. Alteration of memorandum.42. Mode of alteration of business or objects.43. Alteration of articles.44. Effect of alteration of company’s members.
iiiRe-registration of companies45. Re-registration of private company as public company.46. Re-registration of public company as private company.47. Re-registration of company limited by shares as unlimited.48. Re-registration of unlimited as company limited by shares.Promoters49. Persons promoting company.50. Duties and liabilities of promoters.PART IV–ACTS BY OR ON BEHALF OF COMPANY51.52.53.54.55.56.57.Division of powers between general meeting and board of directors.Delegation to committees and managing directors.Acts of company.Acts of officers or agents.Abolition of constructive notice of registered documents.Presumption of regularity.Liability of company not affected by fraud or forgery of officer.Company’s contracts58. Form of contract.59. Pre-incorporation contracts.60. Common seal of company.61. Official seal for use abroad.62. Bills of exchange and promissory notes.63. Authentication.64.65.66.67.68.69.PART V –MEMBERSHIP OF COMPANYDefinition of “member”.Capacity to be member.Right of member to attend meetings and vote.Companies ceasing to have members.Personation of members.Obligation to keep and enter up register.iv70.71.72.73.74.75.76.77.78Location of register.Index of members.Entries in register in relation to share warrants.Inspection of register and index.Non-compliance with sections 67, 68 and 70.Power to close register.Power of court to rectify register.Trust not to be entered in register.Register to be evidence.Liability of members79. Liability of members.Disclosure of beneficial interest in shares80. Power of company to require disclosure.81. Obligation of disclosure by substantial shareholders in public Company.82. Person ceasing to be substantial shareholder to notify company.83. Register of interests in shares.84. Registration of interests to be disclosed.PART VI–SHARE CAPITALMinimum share capital85. Authorised minimum share capital.86. Alteration of share capital by consolidation etc.87. Increase of share capital and notice of increase.88. Increase of paid up capital on increase of shares.89. Special resolution for reduction of share capital.90. Restriction on reduction of issued share capital.91. Application to court for order of confirmation.92. Court order confirming reduction.93. Registration of order and minutes or reduction.
vPART VII–SHARESNature of shares94. Rights and Liabilities attached to shares.95. Shares as transferable property.96. Prohibition of non-voting and weighted shares.Issues of shares97. Power of companies to issue shares.98. Issue of classes of shares.99. Issue of shares at premium.100. Issue of shares at discount.101. Issue of redeemable preference shares.102. Validation of improperly issued shares.Allotment of shares103. Authority to allot shares.104. Method of application and allotment.105. Allotment as acceptance of offer.106. Payment on allotment.107. Prohibition of allotment unless minimum subscription received.108. Prohibition of allotment in certain cases of prospectus delivered toCommission.109. Effect of irregular allotment.110. Return as to allotments.111. Prohibition of payment of commissions, discounts out of shares and Capital.112. Power to pay commission in certain cases.114. Statement in balance sheet as to commission.Call on and payment for shares114. Payment for shares.115. Meaning of payment in cash.116. Payment other than in cash.117. Power to pay different amounts on shares.118. Reserve liability of companies having share capital.viClass of shares119. Right of a preference shareholder to more than one vote.120. Construction of class rights.Numbering of shares121. Shares to be numbered.Share122.123.124.125.certificatesIssue of share certificates.Effect of share certificate.Probate, etc. as evidence of grant.Issue and effect of share warrants to bearer.Transfer and transmission of shares126. Transfer of shares.127. Entry in register of transfers.128. Notice of refusal to register.129. Transfer by personal representatives.130. Recognition of executor’s etc. title to shares.131. Protection of beneficiaries.132. Certification of transfers.Transaction by company in respect of its own shares133. Redemption of redeemable preference shares.134. Prohibition of financial assistance by company for acquisition of its shares.135. Acquisition by company of its own shares.136. Conditions for purchase by a company of its own shares.137. Limit on number of shares acquired.138. Disclosure by company of purchase of own shares.139. Enforceability of contract to acquire shares.140. Re-issue of shares acquired.141. Acquisition of shares of holding company.
viiPART VIII–DEBENTURESCreation of debentures and debenture stock142. Power to borrow money, to charge property and to issue debentures.143. Perpetual debentures.144. Convertible debentures.145. Secured and unsecured debentures.146. Redeemable debentures.147. Power to re-issue redeemed debentures in certain cases.148. Right of debenture holders and shareholders as to register of debentureholders, etc.149. Meetings of debenture 59.160.161.162.163.164.165.166.167.168.169.and floating chargesMeaning of ‘floating’ and ‘fixed’ charges.Priority of fixed over floating charge.Powers of court to appoint receiver or manager.Advertisement of appointment of receiver and manager.Preferential payment to debenture holders in certain cases.Execution of debenture trust deed.Contents of debenture trust deed.Contents of debentures covered by trust deed.Trustees for debenture holders.Disqualification for appointment as trustee of debenture trust deed.Rights of debenture holders.Liability of trustees for debenture holders.Restrictions on transferability of debentures.Company to keep copies of instruments creating charges.Company’s register of charges.Inspection of register and copies of instruments.Register of debenture holders.Inspection of register of debentures etc.Entry in register of transfer of debentures holders.Notice of refusal to register.viiiRegistration of charges with Commission170. Registration of charges created by companies.171. Register of particulars of charges.172. Duty of company to register charges.173. Duty of company acquiring property to register subsisting charge.174. Existing charges.175. Charges to secure fluctuating amounts.176. Endorsement of registration.177. Entries of satisfaction of charges.178. Rectification of register.179. Inspection of register and copies of instruments.180. Realisation of debenture holder’s security.181. Remedies available to debenture holders.182. Delivery of debentures or certificate of debenture stocks.PART IX–MEETINGS AND PROCEEDINGSStatutory meetings183. Statutory meetings.184. Non-compliance and penalty.General meetings185. Annual general meetings.186. Business transacted at annual general meetings.Extra-ordinary general meetings187. Extra-ordinary general meetings.188. Place of meetings.Notice of meetings189. Length of notice for calling meetings.190. Contents of notice.191. Persons entitled to notice.192. Service of notice.193. Additional notice.194. Failure to give notice.
t to order meetings.Right to attend general meetings.Proxies.Corporation’s 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 at adjourned meetings.Miscellaneous matters relating to meetings and proceedings206. Minutes of proceedings and effect.207. Inspection of minutes books and copies.208. Class of meetings.PART X–DIRECTORS AND SECRETARIES OF COMPANY209. Meaning of “directors”.210. Shadow directors.Appointment of Directors211. Number of directors.212. Subsequent appointments of directors.213. Casual vacancy.214. Liability of person where not duly appointed.215. Share qualification of directors.216. Duty of directors to disclose age to company.217. Insolvent persons acting as directors.218. Restraint of fraudulent persons.219. Disqualification for directorship.220. Rotation of directors.221. Mode of voting on appointment of directors.222. Removal of directors.xRemuneration of directors223. Remuneration of directors.224. Remuneration of managing directors.225. Prohibition of loans to directors in certain circumstances.226. Payment by company for loss of office etc. to be approved.227. Payment to director for loss of office etc. or transfer of property illegally.228. Directors to disclose payment for loss of office, etc. in certain cases.229. Provisions supplemental to sections 227 and 228.Powers and duties of directors230. Limitations on the powers of directors.231. Duties of directors.232. Duty of care and skill.233. Directors as trustees and agents of company.234. Exercise of directors’ power.235. Conflict of duty and interest.236. Consent of companies.237. Duties of directors in connection with sales of the company’s securities.238. Contracts in which directors are interested.239. Directors acting professionally.240. Civil liabilities for breach of duty.241. Legal proceedings to enforce liabilities.Miscellaneous matters relating to directors242. Multiple directors.243. Directors with unlimited liability in respect of limited company.244. Special resolution of limited company making liability of directors unlimited.245. Statement on remuneration of directors to be furnished to shareholders.246. Provision as to liability of officers and auditors.247. Register of directors and secretaries.248. Register of directors’ holdings.Secretaries249. Secretaries.250. Avoidance of acts done by a person as director and secretary.251. Qualification of secretary.
xi252. Appointment and summary dismissal of secretary.253. Fiduciary interests of secretary254. Duties of secretary.PART XI–PROTECTION OF MINORITY AGAINST ILLEGAL ANDOPPRESSIVE CONDUCTAction by or against company255. Only company may sue for wrong or ratify irregular conduct.256. Injunction or declaration in the event of illegal or irregular activity.257. Definition of member.258. Commencing derivative action.259. Powers of court.260. Evidence of share holder’s approval not conclusive.261. Court’s approval to discontinue.262. No security for costs.263. Interim costs.264. Definition of applicant.Relief265.266.267.on grounds of unfairly prejudical and oppressive conductApplication.Grounds of application.Powers of court to grant relief.Investigation of companies and their affairs268. Investigation of affairs of company by inspectors.269. Inspector’s powers during investigation.270. Production of documents and evidence to inspectors.271. Power of inspector to call for directors’ bank accounts.272. Inspector’s report.273. Power to bring civil proceedings.274. Criminal proceedings on report by inspectors.275. Inspectors’ report to be used as evidence in legal proceedings.276. Appointment, etc. of inspectors to investigate ownership of company.277. Provisions applicable to investigations.278. Power to require information as to persons interested in shares, etc.279. Power to impose restrictions on shares etc.280. Saving for legal practitioners and bankers.xiiPART XII–FINANCIAL STATEMENTS AND A UDITAccounting records281. Companies to keep accounting record.282. Place and duration of records.282. Penalties for non-compliance with sections 299 and 300.Company’s accounting reference periods and financial year284. Accounting reference period and date.285. Alteration of accounting reference period.286. Consequence of giving notice under section 285.287. Inspection of accounts and books by non-directors.288. Directors’ duty to prepare annual accounts.289. Form and content of individual financial statements.290. Group financial statements of holding company.291. Form and content of group financial statements.292. Additional disclosure required in notes to financial statements.293. Director’s report.294. Signing of balance sheet and documents to be annexed thereto.295. Persons entitled to receive financial stateme
21. Unlimited company to have share capital. 22. Company limited by guarantee. Memorandum of association 23. Requirements with respect to memorandum of company. 24. Form of memorandum. 25. Name as stated in memorandum. 26. Exemption from requirement of using “Limited” as part of name. 27. Provision applicable to company exempted under .
Sierra Leone's level of rice self sufficiency dropped from around 90% to below 50% self sufficiency. It has since been slowly climbing back (8). Table 1.1 shows a graph of Sierra Leone's rice production from 1961 to 2007 from FAOSTAT. Figure 1.1 Sierra Leone Rice production, 1961-2007 . Sierra Leone Rice Production 0 500 1000 1500
May 02, 2018 · D. Program Evaluation ͟The organization has provided a description of the framework for how each program will be evaluated. The framework should include all the elements below: ͟The evaluation methods are cost-effective for the organization ͟Quantitative and qualitative data is being collected (at Basics tier, data collection must have begun)
Silat is a combative art of self-defense and survival rooted from Matay archipelago. It was traced at thé early of Langkasuka Kingdom (2nd century CE) till thé reign of Melaka (Malaysia) Sultanate era (13th century). Silat has now evolved to become part of social culture and tradition with thé appearance of a fine physical and spiritual .
United Nations Capital Development Fund PROGRAMME DOCUMENT (Sierra Leone) Programme Title: Digital Financial Services in Sierra Leone Implementing Partner: Bank of Sierra Leone Start Date: September 1, 2018 End Date: August 30, 2020 Brief Description In Sierra Leone (SL), 60%1 of 6.45 million people live in poverty with over 70%2 of people living on less than a dollar a day.
Sierra Leone declared Ebola free on 17th March 2016 by WHO Sierra Leone. PDSL- What we do Pursuant to executive powers conferred by H.E the . Objective is to attract investment into Sierra Leone using Esri’s ArcGIS Platform for showcasing the opportunity. ArcGIS Platfo
The Constitution of Sierra Leone, 1991 THE CONSTITUTION OF SIERRA LEONE, 1991 (Act No. 6 of 1991) ARRANGEMENT OF SECTIONS CHAPTER I — THE REPUBLIC OF SIERRA LEONE 1. Declaration of Republic 2. Public Seal 3. The National Flag and National Anthem CHAPTER II — FUNDAMENTAL PRINCIPLES OF STATE POLICY 4. Fundamental Obligations of Government 5.
SIErrA LEoNE S Sierra Leone has undergone profound social, economic, and political changes over the past 15 years. After one-party rule, characterized by tribalism, nepotism, widespread corruption, and political harassment, Sierra Leone was plunged into what the UN described as the most brutal civil war on the continent of Africa.
1. Political Violence in Sierra Leone and the Need for Reliable Data 8 2. The Myth of a Peaceful Sierra Leone 10 3. Why They Fight: Violence in Post-War Sierra Leone 13 4. The Main Perpetrators of Political Disorder 15 5. Explaining Rising Levels of Political Violence in Sierra Leone 18 6. A National Task: End Impunity and Recalibrate Democracy 22
