Supplement to the Sierra Leone Gazette Vol. CXL, …

1 THE COMPANIES ACT, 2009 ARRANGEMENT OF SECTIONSS ectionPART I PRELIMINARY1. II CORPORATE AFFAIRS COMMISSION2. Establishment of Corporate Affairs Membership of Commission. 4. Tenure of office of members of Remuneration and Meetings of Commission. 7. Disclosure of Functions of Appointment of Appointment of Right to appear in Funds of Accounts and Annual III INCORPORATION OF COMPANIES AND INCIDENTALMATTERSF ormation of a companies15. Right to form Partnership, etc of more than 20 members to be to the Sierra Leone Gazette Vol. CXL, No. 36dated 13th August, 200917. Capacity of individuals to form Types of Private Public Unlimited company to have share Company limited by of association23. Requirements with respect to memorandum of Form of Name as stated in Exemption from requirement of using Limited as part of Provision applicable to company exempted under section Prohibited and restricted Penalty for improper use of Limited.

2 30. Change of names of Articles for regulating Documents of Registration of memorandum and Effect of and powers of a company35. Powers of Effect of ultra vires of memorandum and articles37. Effect of memorandum and Member s right to copies of Copies of memorandum issued to embody of memorandum and articles40. Restriction on alteration of Alteration of Mode of alteration of business or Alteration of Effect of alteration of company s of companies45. Re-registration of private company as public Re-registration of public company as private Re-registration of company limited by shares as Re-registration of unlimited as company limited by Persons promoting Duties and liabilities of IV ACTS BY OR ON BEHALF OF COMPANY51.

3 Division of powers between general meeting and board of Delegation to committees and managing Acts of Acts of officers or Abolition of constructive notice of registered Presumption of Liability of company not affected by fraud or forgery of s contracts58. Form of Pre-incorporation Common seal of Official seal for use Bills of exchange and promissory V MEMBERSHIP OF COMPANY64. Definition of member .65. Capacity to be Right of member to attend meetings and Companies ceasing to have Personation of Obligation to keep and enter up Location of Index of Entries in register in relation to share Inspection of register and Non-compliance with sections 67, 68 and Power to close Power of court to rectify Trust not to be entered in Register to be of members79.

4 Liability of of beneficial interest in shares80. Power of company to require Obligation of disclosure by substantial shareholders in public Person ceasing to be substantial shareholder to notify Register of interests in Registration of interests to be VI SHARE CAPITALM inimum share capital85. Authorised minimum share Alteration of share capital by consolidation Increase of share capital and notice of Increase of paid up capital on increase of Special resolution for reduction of share Restriction on reduction of issued share Application to court for order of Court order confirming Registration of order and minutes or VII SHARESN ature of shares94. Rights and Liabilities attached to shares as transferable Prohibition of non-voting and weighted of shares97.

5 Power of companies to issue Issue of classes of Issue of shares at of shares at of redeemable preference Validation of improperly issued of to allot of application and as acceptance of on of allotment unless minimum subscription of allotment in certain cases of prospectus delivered of irregular as to of payment of commissions, discounts out of shares and to pay commission in certain Statement in balance sheet as to on and payment for for of payment in other than in to pay different amounts on liability of companies having share of of a preference shareholder to more than one of class of to be of share Effect of share , etc. as evidence of and effect of share warrants to and transmission of shares126. Transfer of in register of of refusal to by personal of executor s etc.

6 Title to of of by company in respect of its own of redeemable preference of financial assistance by company for acquisition of its Acquisition by company of its own for purchase by a company of its own on number of shares by company of purchase of own of contract to acquire of shares of shares of holding VIII DEBENTURESC reation of debentures and debenture to borrow money, to charge property and to issue and unsecured to re-issue redeemed debentures in certain of debenture holders and shareholders as to register of debentureholders, of debenture and floating of floating and fixed of fixed over floating of court to appoint receiver or of appointment of receiver and Preferential payment to debenture holders in certain of debenture trust of debenture trust of debentures covered by trust for debenture for appointment as trustee of debenture trust of debenture of trustees for debenture on transferability of to keep copies of instruments creating s register of of register and copies of of debenture of register of debentures in register of transfer of debentures of refusal to of charges with of charges created by of particulars of of company to register of company acquiring property to register subsisting Charges to secure fluctuating of of satisfaction of of of

7 Register and copies of of debenture holder s available to debenture of debentures or certificate of debenture IX MEETINGS AND PROCEEDINGSS tatutory and general transacted at annual general general general of of of notice for calling of entitled to of to give to order to attend general s representation at meetings of Written of members requiring special and copies of certain of resolutions passed at adjourned matters relating to meetings and of proceedings and of minutes books and of X DIRECTORS AND SECRETARIES OF of directors . of of appointments of of person where not duly qualification of of directors to disclose age to persons acting as of fraudulent for of of voting on appointment of Removal of of of of managing of loans to directors in certain by company for loss of office etc.

8 To be to director for loss of office etc. or transfer of property to disclose payment for loss of office, etc. in certain supplemental to sections 227 and and duties of on the powers of Duties of of care and as trustees and agents of of directors of duty and of of directors in connection with sales of the company s in which directors are acting liabilities for breach of proceedings to enforce matters relating to with unlimited liability in respect of limited resolution of limited company making liability of directors on remuneration of directors to be furnished to as to liability of officers and of directors and of directors Avoidance of acts done by a person as director and of and summary dismissal of interests of of XI PROTECTION OF MINORITY AGAINST ILLEGAL ANDOPPRESSIVE CONDUCTA ction by or against company may sue for wrong or

9 Ratify irregular or declaration in the event of illegal or irregular of derivative of of share holder s approval not s approval to No security for of on grounds of unfairly prejudical and oppressive of of court to grant of companies and their of affairs of company by s powers during of documents and evidence to of inspector to call for directors bank s to bring civil proceedings on report by report to be used as evidence in legal , etc. of inspectors to investigate ownership of applicable to to require information as to persons interested in shares , to impose restrictions on shares for legal practitioners and XII FINANCIAL STATEMENTS AND A UDITA ccounting to keep accounting and duration of for non-compliance with sections 299 and s accounting reference periods and financial reference period and of accounting reference of giving notice under section of accounts and books by duty to prepare annual and content of individual financial financial statements of holding and content of group financial disclosure required in notes to financial s of balance sheet and documents to be annexed entitled to receive financial statements as of duty to lay and deliver financial for non-compliance with section order in case of and content of company.

10 Individual or financial for laying or delivering defective financial holder s right to obtain copies of financial of financial to deliver financial statements in modified of small individual financial financial statements of holding of financial by company of full individual or group financial of abridged financial of Minister to alter accounting and remuneration of of duties and of right to attend company s of of auditors for statement to XIII ANNUAL returns of companies having share return of company not having share returns of small provisions on annual to be sent by private companies with annual XIV DIVIDENDS AND of dividend and payment of interim on declaration and payment of and shares and profit of share holders to sue for for paying dividend out of XV RECEIVERS AND MANAGERSA ppointment of receivers and for appointment as receiver or receiver for debenture holders and of receivers and managers by and managers appointed out of of a receiver or manager appointed out of court to apply to Court of appointment order , powers, etc.