Sl Company Formation

---
name: sl-company-formation
description: "Sierra Leone company formation and reporting workpaper for the 2026 research year. Use to identify company type, incorporation documents, subscribers, officers, share subscriptions, company records, annual returns and foreign-company registration. It reads selected original Companies Act provisions together with the actual 2014 amendment and National Investment Board Act 2022. The advertised 2026 replacement download is a bill with an unproved commencement, so its new procedures are held rather than adopted. Two computations distinguish subscription and issuance shortfalls and test the director ownership limb of small-company status. Current monetary limits, forms, fees, reform implementation and the complete operative amendment chain remain unresolved. It preserves predecessor topics and sends tax computations to their existing owning Guides."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/sl-company-formation"
  jurisdiction: "SL"
  tax_year: "2026"
  last_updated: "2026-11-01"
---

# Sierra Leone Company Formation and Reporting v1.0

**General reference only.** This skill is general tax/accounting reference material for AI-assisted workflows. It has not been reviewed for any specific person's facts, documents, elections, deadlines, residency, filing status, or local procedures. Do not rely on it to file, pay, amend, or take a tax position without review by a qualified professional in the relevant jurisdiction.

## Who this applies to

Use for choosing a company, preparing its incorporation file and identifying company-law reporting. This is a **conditional source workpaper**, not confirmation of the complete operative 2026 company law. NIB promotes a replacement Act, but its actual download is headed **“A BILL”**, leaves commencement blank and makes commencement depend on Gazette publication. No signed replacement or commencement appointment was authenticated. Do not apply its advertised new timelines, ownership threshold or unified registry as enacted rules. [NIB candidate cover and body s.749](https://nib.gov.sl/wp-content/uploads/2026/03/COMPANIES-002.pdf); [NIB homepage](https://nib.gov.sl/).

The opened baseline allows one person to form a private company. Companies limited by shares, by guarantee and unlimited companies are distinct; guarantee companies have object and profit-distribution restrictions and no share capital. A private company's articles restrict share transfers; the 50-member limit excludes the specified current and continuing former employee members, and joint holders count as one. This is not evidence that a private company is always the best or most common vehicle. [Companies Act 2009 ss.15,18-22](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 amendment ss.2,4](https://www.wipo.int/wipolex/en/legislation/details/20537).

## Rates, bands and thresholds

| Conditional baseline test | Rule and limitation | Official source |
|---|---|---|
| Private-company subscription | The 2014 replacement of s.23(2)(a) requires the memorandum to state the amount of shares, 25% taken by subscribers. It does not repeat the old fixed capital amounts | [2014 s.5(a)](https://www.wipo.int/wipolex/en/legislation/details/20537) |
| Issued versus paid capital | Baseline s.85(4) requires issued capital of at least 25% of share capital, subject to ss.85(3),88. Subscription, issuance and cash payment are different facts. The awkward s.85(1) payment wording is held, not rewritten | [2009 s.85](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 s.21](https://www.wipo.int/wipolex/en/legislation/details/20537) |
| Directors | The 2014 amendment restricts the two-director requirements in s.211(1)-(2) to public companies. It does not expressly amend the differently worded liability rule in s.211(3). Do not infer a universal two-director rule or automatic private-company exemption from every neighbouring condition | [2009 s.211](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 s.43](https://www.wipo.int/wipolex/en/legislation/details/20537) |
| Small-company audit classification | All s.302 conditions apply: private company with share capital; turnover and net assets within authority-fixed limits; no non-citizen members and no Government, public-corporation or agency member, including its nominee; directors together hold at least 51% of equity. For a company reporting year that is not twelve months, proportionately adjust the turnover maximum under s.302(2). The current authority-fixed amounts are not established | [2009 s.302](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 s.54](https://www.wipo.int/wipolex/en/legislation/details/20537) |

No current incorporation fee, public-company minimum, stamp amount or guaranteed processing period is established. The 2014 capital amendment and current law must be reconciled before filing; do not convert old monetary amounts into a new operative minimum.

## The base

1. Identify company type, purpose, subscribers, beneficial/control information, directors, secretary and actual Sierra Leone office. Company type and actual liability terms govern; a sole proprietorship or partnership has not been analysed as if it were a company. [2009 ss.18-23](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf).
2. Use the correct authority. The NIB Act 2022 s.50 repeals the old CAC establishment provisions and substitutes **National Investment Board** for CAC; s.23 assigns company administration to its Corporate Affairs Directorate. The legacy OARG formation assertion is not retained. The current NIB registration page provides operational context, with the reform-status conflict above. [NIB Act ss.23,50](https://nib.gov.sl/wp-content/uploads/2025/05/THE-NATIONAL-INVESTMENT-BOARD-ACT-2022.pdf); [NIB registration](https://nib.gov.sl/business-registration-2/).
3. Prepare the memorandum's name, Sierra Leone office, objects/business, restrictions, company type and liability statement, and witnessed subscriber signatures. The 2014 amendment repeals the old requirement to stamp the memorandum as a deed. Prepare articles with signed witnessed subscriptions and numbered paragraphs; Table A can be adopted wholly or partly. [2009 ss.23,31](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 s.5](https://www.wipo.int/wipolex/en/legislation/details/20537).
4. Include the memorandum, actual office/head-office notice, first directors' particulars, valid identification and consent, secretary particulars, subscriber/share allocations, the subscription and compliance declarations, valid subscriber-ID declaration and other lawfully required documents. A postal box/private bag is not the registered office. [2009 s.32](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 s.10](https://www.wipo.int/wipolex/en/legislation/details/20537).
5. Every company has a secretary under the baseline; directors must take reasonable steps to ensure requisite knowledge/experience, with additional public-company qualification requirements. A required joint director-and-secretary act cannot be completed by one person in both capacities. [2009 ss.249-251](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf).
6. The body corporate exists from the incorporation date stated in the certificate. The certificate is prima facie evidence of registration, not a substitute for the underlying declarations or all operating licences. [2009 s.34](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf).
7. Tax registration is a separate trigger. Under the opened RAA s.21, a person deriving potentially primary-tax-liable income applies for a TIN within 15 days of commencing the relevant activity/action; existing holders do not seek another number, and GST registration is unaffected. This is not a rule that every TIN is obtained only after incorporation. Route employee/NASSIT registration to [payroll](sl-payroll-social.md) and actual PAYE to [income tax](sl-income-tax.md). [RAA 2017 s.21](https://webtestcms.nra.gov.sl/uploads/Revenue_Administration_Act_2017_a505c603d7.pdf).

## Deadlines and filing

The amended refusal notice is due within a **reasonable period**, not a universal incorporation service promise. Authenticate the real application, fee and acceptance evidence. The NIB portal link opened in this research returns the registration information page; no authenticated filing was performed. [2014 s.11](https://www.wipo.int/wipolex/en/legislation/details/20537); [NIB registration page](https://nib.gov.sl/business-registration-2/).

Annual returns differ for ordinary share-capital companies, companies without share capital and small companies under ss.317-319. Baseline s.320(1) requires completion within 28 days after the first or only general meeting in the year and forwarding a copy signed by a director or secretary. Do not replace this trigger with a corporate income-tax return date. The private-company certificate requirement is separately amended in 2014 s.56; its printed reference to s.318, the no-share-capital return, is an unresolved cross-reference for an ordinary private share company and is not rewritten here. [2009 ss.317-321](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 ss.55-56](https://www.wipo.int/wipolex/en/legislation/details/20537).

The AGM baseline is annual, with at most 15 months between meetings; the first can be within 18 months of incorporation. The regulator's extension power excludes the first AGM. A private company's written AGM dispensation requires the auditors and all members entitled to attend/vote to agree. The resulting annual-return/financial-statement filing route if dispensed with is **not resolved here**. [2009 s.185](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf).

Keep sufficient transaction, asset/liability and stock records; the baseline keeps them in Sierra Leone and preserves them for six years. Prepare annual IFRS financial statements with the actual private-company content exceptions. The 2014 audit rule and small-company exemption must be read with every s.302 condition; exemption from audit is not exemption from preparation. The inserted exemption literally says ‘Notwithstanding Subsection (5)’, although the general audit rule is inserted as (6); that cross-reference is not silently corrected, and its operative interaction remains held. Lay statements within 18 months initially and at least annually afterwards, made up no more than nine months before the meeting, and deliver statements with the annual return subject to the particular unlimited-company exception. Current filing forms and authority-fixed small-company thresholds remain held. [2009 ss.281-282,288,296,302](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf); [2014 s.54](https://www.wipo.int/wipolex/en/legislation/details/20537).

## Penalties and interest

The opened 2014 s.55 prints a **Le 850,000 daily default fine**, for the company and each officer in default, for annual-return defaults under ss.317-320. This is a historical printed amount, **not an authenticated payable 2026 currency amount**. Current conversion, later amendment priority and the procedure for levying/recovering a fine remain open. No current interest percentage or aggregate penalty is invented. [2014 ss.55,61-62](https://www.wipo.int/wipolex/en/legislation/details/20537).

## Cross-border points

An overseas-incorporated company establishing a place of business has a separate baseline registration route: within one month of establishment, deliver certified constitution/English translation as necessary, office/business addresses, local manager and directors, resident service recipient, incorporation evidence and existence declaration. Existing companies at the Act's commencement have a different transitional limb; later listed changes have a three-month notice rule. Annual local-business balance-sheet delivery is separate. This does not establish a tax PE, residence or treaty result; use [cross-border](sl-cross-border.md). [2009 ss.484-486](https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf).

## Two worked examples that recompute

Assume the cited baseline is applicable to an actual private company and no s.85/88 special adjustment applies. Its declared share capital consists of 1,000 equal shares; subscribers have taken 200 and only 200 are issued. A quarter is 250: both the subscription plan and issued-capital check show a 50-share shortfall. This calculation does not prove a cash-payment rule or a statutory monetary minimum.

```oa-check
name: Separate the subscribed and issued share shortfalls from cash payment
inputs:
  total_shares: 1000
  taken_shares: 200
  issued_shares: 200
steps:
  - quarter_shares: total_shares * 0.25
  - subscription_shortfall: max(0, quarter_shares - taken_shares)
  - issue_shortfall: max(0, quarter_shares - issued_shares)
expected:
  quarter_shares: 250
  subscription_shortfall: 50
  issue_shortfall: 50
```

For a separate s.302 audit-classification check, assume a full company year and that all other statutory conditions and actual authority limits have independently been satisfied. A company reporting year that is not twelve months requires proportional adjustment of the turnover maximum; a Government, public-corporation or agency nominee is also an excluded member. Directors hold 500 of 1,000 equity shares, or 50%, below the required 51%: at least 510 are needed, a ten-share shortfall. Turnover alone cannot establish the small-company audit exemption, and even meeting 51% cannot overcome a non-citizen, Government/public-corporation/agency member or its nominee, or another failed condition.

```oa-check
name: Small-company director ownership condition must independently pass
inputs:
  equity_shares: 1000
  director_shares: 500
steps:
  - director_percentage: director_shares / equity_shares * 100
  - required_shares: equity_shares * 0.51
  - shortfall: max(0, required_shares - director_shares)
expected:
  director_percentage: 50
  required_shares: 510
  shortfall: 10
```

## Ask the client first

Confirm intended activity/entity and distribution of profits; ownership, citizenship/control and director interests; office and foreign-place-of-business dates; capital subscription/issuance/payment evidence; actual incorporation certificate; secretary and meeting records; accounting year, turnover/assets and prior returns; employees and existing tax registrations. Obtain the real regulator notices, forms and licences that affect this file.

## Sources

| Source and actual read scope | URL | Read on |
|---|---|---|
| Companies Act 2009: selected formation/capital/officer/reporting/foreign-company provisions listed in the source manifest; not all 251 pages | https://bsl.gov.sl/Companies_Act_2009_05_pdf_67839.pdf | 2026-11-01 |
| Companies Amendment Act 2014: WIPO Gazette payload, selected ss.2,4-11,17,21,43,54-56,60-63 and Gazette identity. Parliament transport failed; WIPO payload actually opened and cached | https://www.wipo.int/wipolex/en/legislation/details/20537 | 2026-11-01 |
| NIB Act 2022: Gazette identity, ss.23,48-53; not the whole Act | https://nib.gov.sl/wp-content/uploads/2025/05/THE-NATIONAL-INVESTMENT-BOARD-ACT-2022.pdf | 2026-11-01 |
| 2026 candidate: cover visually read, repeal/savings and actual body s.749; a bill, not a proved commenced Act | https://nib.gov.sl/wp-content/uploads/2026/03/COMPANIES-002.pdf | 2026-11-01 |
| Current homepage reform section and registration-page paragraphs; claims conflict with bill status, not legal adoption | https://nib.gov.sl/ and https://nib.gov.sl/business-registration-2/ | 2026-11-01 |
| RAA 2017: actual ss.21-24, selected TIN baseline only | https://webtestcms.nra.gov.sl/uploads/Revenue_Administration_Act_2017_a505c603d7.pdf | 2026-11-01 |

**Not yet confirmed:** The separate statutory-register suite, including which registers must be maintained and their contents, location, inspection and update duties, is retained as an unresolved predecessor job; accounting/stock records and annual returns do not establish it.  Complete current company-law/amendment chain and any signed/commenced 2026 replacement; actual small-company monetary limits; s.85(1) capital/payment wording; public capital amount; private s.211(3) liability interaction and the inserted audit exemption’s subsection cross-reference; reporting when an AGM is dispensed with and the s.321 certificate’s s.318 cross-reference; present forms, fees, portal and fine amounts; business-name/sole-proprietor/partnership law, current local-council trade licensing and sector permissions. The old one-to-two-week estimate and “most common vehicle” claim have no verified basis here. All old topics are mapped in the ledger. Source-bound draft; independent conditional source corrections closed; no accountant attestation.

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-11-01. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `sl-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/sl-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.