Business Registration and Facilitation

The Directorate of Corporate Affairs (DoCA) within the National Investment Board is responsible for overseeing and regulating the registration, incorporation, operation, and compliance of companies and businesses within the country. It operates under the framework of the Companies Act, 2009 and other relevant regulations, providing a structure for corporate governance and promoting a transparent business environment.

1. Business and Company Registration
   • The DoCA is responsible for the registration of all business entities, including:

• Sole proprietorships (A sole proprietorship is a business owned and operated by a single person, with no legal separation between the owner and the business. The owner is personally responsible for all business debts and losses, and is known as the sole proprietor.

Upon Completion of the application, Applicants are required to pay Nle 230

• Partnerships (A partnership is a business structure where two or more people combine their resources to form a business and share in its profits and losses
• Limited by liability companies (A limited liability company (LLC) is a business entity that prevents individuals from being liable for the company’s financial losses and debt liabilities. In the event of legal action or business failure, liability is assumed by the company rather than its constituent partners or shareholders. A company must have at least one shareholder, who can be a director. There’s no maximum number of shareholders, the price of an individual share can be any value. The Sole aim is to maximize profits
• Limited by Guarantee/ Non- Profit trustees/charities (A company limited by guarantee (CLG) is a type of company structure that is often used by charities, non-profit organizations, and social enterprises. CLGs are a good choice for these types of organizations because they:
• CLGs protect the members who run the company from personal liability for the company’s debts.
• Don’t share capital
• CLGs allow organizations to operate without sharing capital.
• Reinvest profits
• Surplus income is reinvested to further the organization’s objectives, rather than being distributed to members.
• Meet funding requirements
• Some local authorities and funding bodies require charities and organizations to be registered as a CLG before they can be considered for funding
• This ensures that businesses operating in Sierra Leone are recognized by law and can engage in formal commercial activities.

2. Regulation and Corporate Governance
   • The DoCA enforces compliance with corporate governance standards, ensuring that companies operate in line with legal requirements, such as holding annual general meetings, submitting annual returns, and maintaining accurate records of directorships and shareholding.

3. Post-Registration Services
   • The commission provides post-registration services such as:
     • Filing of annual returns
     • Changes in the structure of companies (e.g., change of name, directors, or registered address)
     • Winding up or dissolution of companies
     • Issuance of certified copies of company documents (e.g., certificates of incorporation)

4. Business Name Search and Verification
   • The DoCA offers a business name search facility, allowing potential business owners to check the availability of business names before registration.
   • It also provides a verification service to ensure that a company or business is legitimately registered.

5. Promotion of Legal Compliance
   • The DoCA plays a role in educating businesses on the importance of compliance with corporate laws. It also monitors businesses to ensure they meet their obligations, such as filing returns, updating records, and adhering to governance standards.
6. Enforcement and Dispute Resolution
   • The DoCA is empowered to enforce sanctions against businesses that violate the Companies Act or other regulations.
   • It helps resolve disputes related to corporate matters, ensuring that business operations remain fair and transparent.