ENACTED on 5th day of June, 2009 by the President and the Parliament of Sierra Leone. Being an Act to provide for the registration and regulation of companies and for other related matters.
PART III -- INCORPORATION OF COMPANIES AND INCIDENTAL MATTERS
TYPES OF COMPANIES:
An incorporated company may be either a company --
having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Act termed ''a company limited by shares'');
having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Act termed ''a company limited by guarantee''); or
not having any limit on the liability of its members (in this Act termed ''an unlimited company'').
Any of the companies mentioned in subsection (1) may either be a public or private company.
A private company is one which is stated in its memorandum to be a private company.
Every private company shall, by its articles, restrict the transfer of its shares, if any.
The total number of members of a private company shall not exceed 50, excluding persons who are bona fide in the employment of the company, or were while in that employment and have continued after the determination of that employment, to be members of the company.
Where two or more persons hold one or more shares in a company jointly, they shall, for the purpose of subsection (3) be treated as a single member.
A private company shall not, unless authorised by law invite the public to --
(a) subscribe for any shares or debentures of the company; or
(b) deposit money for fixed periods or payable at call, whether or not bearing interest.
Any company other than a private company shall be a public company and its memorandum shall state that it is a public company.
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