Sierra Leone Company Formation & Entity Choice

Entity types and incorporation

• Common entity types — Private company limited by shares, public limited company, company limited by guarantee, unlimited company, sole proprietorship and partnership (business name) (Companies Act 2009 (https://www.sierra-leone.org/Laws/2009-05.pdf))
• Most common vehicle — Private company limited by shares (Ltd) (Companies Act 2009)
• Minimum share capital — No mandatory statutory minimum for a private company; a nominal share capital is typically used on registration ((approx — confirm)) (Companies Act 2009)
• Minimum directors — At least two directors (Companies Act 2009 (https://www.sierra-leone.org/Laws/2009-05.pdf))
• Company secretary — Every company must appoint a company secretary (Companies Act 2009 (https://www.sierra-leone.org/Laws/2009-05.pdf))
• Registration authority — Office of the Administrator and Registrar-General (OARG), Freetown (Companies Act 2009)
• Incorporation documents — Memorandum and Articles of Association plus prescribed registration forms filed with the OARG (Companies Act 2009)
• Tax registration — Obtain a Taxpayer Identification Number (TIN) from the NRA after incorporation (Income Tax Act 2000)
• Social-security registration — Register as an employer with NASSIT before paying staff (National Social Security and Insurance Trust Act 2001)
• Incorporation timeline — Typically around 1–2 weeks once documents and name reservation are complete ((approx — confirm)) (Companies Act 2009)
• Annual return — File an annual return with the OARG and maintain statutory registers (Companies Act 2009)
• Financial statements — Prepare annual financial statements; audit required depending on size/type of company ((approx — confirm)) (Companies Act 2009)
• Local business licence — Obtain an annual business/trade licence from the relevant local council ((approx — confirm)) (Local Government Act 2004)

Companies in Sierra Leone are formed under the Companies Act 2009 and registered with the Office of the Administrator and Registrar-General (OARG) in Freetown. The private company limited by shares is the most common vehicle for business.