Business
Companies Act 2009 with a Corporate Affairs Commission and simplified small-company rules
The Companies Act 2009 modernised registration and governance, permitting private companies with reduced formalities and creating the Corporate Affairs Commission as registrar. The Business Registration Act regime and later amendments were aimed at improving Sierra Leone's ease-of-doing-business position.
Key rules
- Jurisdiction — Corporate Affairs Commission registers; High Court hears company and insolvency matters.
Governing law
- Companies Act, 2009 — Replaced the 1938 Ordinance; Corporate Affairs Commission as registrar.
- Investment Promotion Act, 2004 — Investor guarantees and arbitration.
In practice
The Companies Act 2009 replaced the 1938 Ordinance. It provides for private and public companies limited by shares or guarantee, sets out directors' duties, requires annual returns and audited accounts with exemptions for small private companies, and establishes the Corporate Affairs Commission to administer the register. Subsequent reform efforts focused on reducing incorporation steps and cost, and on introducing electronic filing. Insolvency provisions remain largely liquidation-oriented, without a modern rescue procedure of the administration type, and reform proposals have been under discussion. Foreign investment is governed by the Investment Promotion Act 2004 with guarantees against expropriation without compensation and provision for international arbitration.