Ley del Registro de Empresas de 2007 (Ley N° 18 de 2007), Sierra Leona

No. 18

1. Misleading business names.
1. Publication of true names in trade circulars, etc.
2. PART III – REGISTRATION OF BUSINESSES Sierra Leone
2. Obligation to register business.
3. Application for registration.
4. Registration of business.
5. Certificate of registration.
6. Change of particulars in application.
7. Authority to collect fees. ^{The Registration of Business Act, 2007. Short title.}
8. Power of Registrar to set off fees against income.
9. Power of Registrar to cancel registration. Being an Act to consolidate the law on the registration of
10. Exemptions. businesses and business names and to provide for other related
11. Power of Registrar and Authority to enter and inspect business premises. matters.
12. Offences by bodies of person.

1. Regulations. ENACTED by the President and Members of Parliament in this
2. Repeal and savings present Parliament assembled.

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Proprietors 2. The following proprietors and firms shall be registered inand firms to

the manner directed by this Part–

be registered.

3. Every proprietor or firm required by section 2 to be registered shall furnish to the Registrar a statement in writing in the prescribed form signed by the proprietor or by all the partners in the firm and containing the following particulars:–

17 No. 18 Registration of Business Act 2007

Time for registration.

Restriction

on identical

names.

Registration of changes in particulars.

Penalty for default in registration.

Registrar to file statement and issue certificate of registration.

1. The particulars required to be furnished under this Part shall, in the case of a business commenced after the date upon which this Act comes into operation, be furnished within fourteen days after the commencement of the business.
2. No business shall be registered under this Act by a name which is identical with that by which a business in existence is already registered, or which so nearly resembles that name as to be calculated to deceive.
3. Whenever a change is made or occurs in any of the particulars registered in respect of any proprietor or firm, the proprietor or firm shall within fourteen days from the date of such change, notify the change to the Registrar in writing as provided in section 3.
4. If any proprietor or firm fails to comply with any of the provisions of section 3, 4, or 5, the proprietor, or every partner in the firm, as the case may be, commits an offence and is liable on conviction to a fine of Le200,000 for every day during which the default continues, and the court by which the offender is tried shall order a statement of the required particulars to be furnished to the Registrar within such time as may be specified in the order.
5. Every statement of particulars furnished under this Part shall be filed by the Registrar who shall deliver a certificate of the registration thereof to the proprietor or firm concerned, and the certificate or a certified copy thereof shall be kept exhibited in a conspicuous position at the principal place of business of the proprietor or firm and if not so kept exhibited, the proprietor, or every partner in the firm, as the case may be, commits an offence and is liable on conviction to a fine not exceeding Le1,000,000.00 or to a term of imprisonment not exceeding one year or to both the fine and imprisonment.

No. 18 Registration of Business Act 2007 18

9. (1) If any proprietor or firm registered under this Part ceases to carry on the business in respect of which he or it is registered, it shall be the duty of the proprietor, or if he is dead, of his personal representative, or of the persons who were the partners in the firm when it ceased to carry on business, within three months after the business has ceased to be carried on, to send by post or deliver to the Registrar a notice stating that the proprietor or firm has ceased to carry on business, and if any person whose duty it is to give notice under this subsection fails to do so within the time, he commits an offence and is liable on conviction to a fine not exceeding Le1,000,000.00 or to a term of imprisonment not exceeding one year or to both the fine and imprisonment.

(2)

On receipt of the notice referred to in subsection (1), the Registrar shall expunge from the register the particulars relating to the proprietor or firm, as the case may be.

(3)

Where the Registrar has reasonable cause to believe that any proprietor or firm registered under this Part is not carrying on business, he may send by registered post to the proprietor, or to any person who was a partner in the firm when it last carried on business, a notice informing the proprietor or partner, as the case may be, that, unless a reply to the notice is received within one month from the date of the notice the particulars relating to the proprietor or firm will be removed from the register.

(4) If the Registrar either–

he shall expunge from the register the particulars relating to the proprietor or firm, as the case may be, and shall forthwith give notice thereof in writing to the proprietor or to any person who was a partner in the firm when it last carried on business.

No. 18 Registration of Business Act 2007

Misleading

business

names. is carried on contains the words–

then unless the consent of the President has been first obtained, the Registrar shall refuse to register the business name.

(2)

Where the business name under which any business is carried on is, in the opinion of the Registrar deceptive or objectionable in that it contains a reference direct or otherwise to any person, body, organization, authority, practice or institution, or is otherwise unsuitable as a business name, the Registrar shall refuse to register such business name.

(3)

Any person aggrieved by a decision of the Registrar under this section may appeal to the High Court.

No. 18 Registration of Business Act 2007 20

(4)

Any proprietor who, and every partner in any firm which, carries on any business under a business name which the Registrar has refused to register on any of the grounds mentioned in subsection (1) or subsection (2), and in the case of an application to the President where the decision of the Registrar has been upheld, commits an offence and is liable on conviction to a fine not exceeding Le2,000,000 and to a further fine of Le200,000 in respect of every day during which such offence continues.

(5)

The registration of a business name under this Part shall not be construed as authorizing the use of that name if the use thereof would be unlawful under the provisions of any other enactment or would constitute an infringement of any contractual or other right.

11. (1) Every proprietor or firm required by this Part to be registered shall, in all trade catalogues, trade circulars and business letters issued or sent from Sierra Leone to any person in or outside Sierra Leone, cause to be mentioned in legible characters the ordinary name of the proprietor or of every partner in the firm and where the proprietor or any partner has either before or after the coming into operation of this Act changed his name, or, being a woman, has changed her name in consequence of marriage, any name by which the proprietor or partner was formerly known:

No. 18 Registration of Business Act 2007

Certificate of registration.

(2)

For the purpose of satisfying himself in accordance with subsection (1), the Registrar may call upon any proprietor, partner, shareholder or former partner or shareholder to supply him with such further information as he may think fit and may require the books and accounts of the business to be produced for inspection.

(3)

Where the Registrar refuses to register a business for any reason whatsoever, any proprietor affected by the refusal shall have a right of appeal to the High Court against the decision of the Registrar:

Provided that written notice of the appeal shall be given by the appellant to the Registrar at least twenty-eight days before the hearing of the appeal.

(4)

Upon an appeal, the High Court may make such order as it thinks fit confirming, rescinding or varying the decision of the Registrar and upon such terms and conditions as it thinks fit.

15. (1) Upon the registration of any business under section 14, the Registrar shall forthwith deliver to the proprietor of the business, a certificate of registration of that business.

(2)

The certificate of registration shall be prepared in triplicate the original copy of which shall be forwarded to the proprietor, the duplicate copy to the Authority and the triplicate copy shall be retained by the Registrar.

(3)

The certificate of registration or a certified copy thereof shall be kept exhibited in a conspicuous position at a principal place in which the business is carried on and, if not so exhibited, the proprietor of the business, and, if there is more then one proprietor, each of them commits an offence and shall on conviction, be liable to

No. 18 Registration of Business Act 2007 24

a fine not exceeding Le1,000,000.00 or to a term of imprisonment not exceeding one year or to both the fine and imprisonment.

1. Where any change has been made or has occurred in any of the particulars contained in any application made under this Part, the proprietor shall, within fourteen days after the day on which the change was made or occurred, deliver to the Registrar and the Authority a written statement of the particulars of the change.
2. The Authority shall collect and receive the prescribed fees in respect of any registration under this Part.
3. Where the Registrar refuses for just cause to register any business under section 14, he may retain any fees paid in respect of any application for the registration as a set-off against any income tax that may be owed by the applicant under the Income Tax Act, 2000.
4. (1) The Registrar may, for good cause, cancel any registration under this Part and strike the name of any business off the register.

(2)

Where the Registrar cancels the registration of a business after the date of registration, the monies paid as fees under section 14 shall, in no circumstances be refundable to the proprietor.

(3)

Any person aggrieved by any action taken by the Registrar under subsection (1), may within fourteen days of such action, appeal to the High Court against such action.

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Exemptions.

Act No. 8 of 2000.

Power of Registrar and Authority to enter and inspect business premises.

Offences by bodies of persons.

20. Notwithstanding anything in this Part, the following (b) in the case of a firm, every person who at the

businesses shall not be required to be registered under this Act:– time of the commission of the offence constituting the offence was a partner or

(a) any business which is registrable or officer of that body, shall be deemed also to licensable under any other enactment where be guilty of that offence. that enactment provides for the registration or licensing of the business or both; (2) No person shall be deemed to be guilty of an offence

by virtue of this section if he proves that the act in respect of which

(b)

any business carried on by a person who is he is charged was committed by some other person without his exempted from income tax in respect of that knowledge or connivance and that he exercised all due diligence to business or whose income accrues or is prevent the commission of the offence having regard to all the derived from a business exempted from tax circumstances. under the Income Tax Act, 2000;

(c)

any business, class or description of PART IV–MISCELLANEOUS business exempted by the Minister by statutory instrument . 23. The Minister may, by statutory instrument, make Regulations.

regulations–

1. Every proprietor of a business required to be registered under this Part shall permit the Registrar or the Authority or any (a) conferring upon the Registrar such powers person deputed in writing for that purpose by either of them, to enter as may be necessary or expedient for carrying and inspect any premises on which the business is carried on or out the purposes of this Act; controlled or where the certificate of registration is exhibited and to carry out such investigations as may be necessary for carrying into (b) providing that fees may be charged by the effect any of the provisions of this Part. Registrar in respect of any acts done by or

before him in pursuance of any of the

1. (1) Where an offence is committed under sections 12 and provisions of this Act and prescribing the 15 by a body of persons, then– amount of such fees;

(a) in the case of a body corporate, any person (c) prescribing forms for the purposes of this who, at the time of the act constituting the Act; offence was a director or officer of that body, shall be deemed also to be guilty of the (d) generally for the conduct and regulation of offence; and registration under this Act and of any matters

Passed in Parliament this 8th day of June, in the year of our Lord two thousand and seven.

THIS PRINTED IMPRESSION has been carefully compared by me with the Bill which has passed Parliament and found by me to be a true and correct printed copy of the said Bill.

PRINTED AND PUBLISHED BY THE GOVERNMENT PRINTING DEPARTMENT, SIERRA LEONE.
GAZETTE EXTRAODINARY NO. 47 OF 11TH SEPTEMBER, 2007.