Streamlined Business Registration & Facilitation

Overview

The Directorate of Business Registration and Facilitation within the National Investment Board oversees and regulates 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.

Business and Company Registration

The Directorate is responsible for the registration of all business entities, including:

• Sole Proprietorship: 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 Le 230. Please download this application form here!
• 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. Please download this application form here!
• Limited Liability Companies (LLC): 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 also be a director. There is no maximum number of shareholders, and 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 often used by charities, non-profit organizations, and social enterprises. CLGs are a good choice for these types of organizations because:
  • CLGs protect the members who run the company from personal liability for the company’s debts.
  • CLGs don’t have share capital, allowing organizations to operate without sharing capital.
  • CLGs reinvest profits; surplus income is reinvested to further the organization’s objectives rather than being distributed to members.
  • CLGs 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.

Regulation and Corporate Governance

The Directorate of Companies Affairs (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.

Post-Registration Services

• 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)

Business Name Search and Verification

• The Directorate 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.

Promotion of Legal Compliance

The Directorate 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.

Enforcement and Dispute Resolution

• The Directorate 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.