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Registration of Business Act

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Short title.
No. 18 2007
Sierra Leone
The Registration of Business Act, 2007.
Being an Act to consolidate the law on the registration of
businesses and business names and to provide for other related
matters.
[] E
NACTED by the President and Members of Parliament in this
present Parliament assembled.
Date of com-
mencement.
ACT
THE REGISTRATION OF BUSINESS ACT, 2007
ARRANGEMENT OF SECTIONS
PART I– PRELIMINARY
Section
1. Interpretation.
PART II – REGISTRATION OF BUSINESS NAMES
2. Proprietors and firms to be registered.
3. Manner and particulars of registration.
4. Time for registration.
5. Restriction of identical names.
6. Registration of changes in particulars.
7. Penalty for default in registration.
8. Registrar to file statement and issue certificate of registration.
9. Removal of names from register.
10. Misleading business names.
11. Publication of true names in trade circulars, etc.
PART III – REGISTRATION OF BUSINESSES
12. Obligation to register business.
13. Application for registration.
14. Registration of business.
15. Certificate of registration.
16. Change of particulars in application.
17. Authority to collect fees.
18. Power of Registrar to set off fees against income.
19. Power of Registrar to cancel registration.
20. Exemptions.
21. Power of Registrar and Authority to enter and inspect business premises.
22. Offences by bodies of person.
PART IV – MISCELLANEOUS
23. Regulations.
24. Repeal and savingsS
IGNED this 26th of July, 2007
ALHAJI AHMAD TEJAN KABBAH,
President.
LS

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
Interpreta-
tion.
PART I–PRELIMINARY
1. In this Act unless the context otherwise requires–
“agent” includes a general commission agent, a
commercial traveller, a manufacturer’s representative
whether or not engaged in or carrying on a trade,
profession or vocation in Sierra Leone in the normal
way so long as in addition thereto that person owns
an exclusive right or otherwise is a sole distributor
of specified products manufactured outside Sierra
Leone under an agreement with a manufacturer or
another person whether or not for gain or profit by
way of commission or otherwise;
“Authority” means the National Revenue Authority
established by section 3 of the National Revenue
Authority Act, 2002
“business” means any trade, profession, including
private professional practice or vocation carried on
or exercised in Sierra Leone for any period of time,
whether or not carried on or exercised through a
permanent establishment or an agent or otherwise;
“manufacturer’s representative” includes a roving
agent, general commission agent, commercial
traveler or such other agent whether or not having
or operating from a registered, established or known
office or place of business in Sierra Leone;
“Minister” means the Minister responsible for trade;
“ordinary name” means the name by which a person
is ordinarily known in private life:
Provided that–(a) where any person has been registered for
the purposes or in accordance with the
provisions of any other law in force in Sierra
Leone providing for the registration of
persons by name, the name under which he
was so registered shall be deemed to be his
ordinary name;
(b) where any person has been baptized in a
church or chapel of any Christian
denomination, the name recorded in any
baptismal register as the name under which
he was baptized shall be deemed to be his
ordinary name;
(c) where any person has been registered under
paragraph (a) under more than one name or
has been registered under one or more names
and baptized under another name, all such
names shall be deemed to be his ordinary
name, and for the purposes of this Act his
ordinary name shall be expressed in the form
“……otherwise known as……..”
(d) where the Registrar is satisfied that any
person can be sufficiently identified by a
name together with initials, or by a surname,
that name together with those initials, or that
surname, as the case may be, shall be deemed
to be the ordinary name of that person;
“proprietor” means an individual carrying on a
business of which he is the sole owner and includes
a person in private professional practice; and
“Registrar” means the Administrator and Registrar-
General and includes any deputy Administrator and
Registrar-General and also any other public officer
duly authorized in writing in that behalf by the
Administrator and Registrar-General. 1314
Act No. 11
of 2002.

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
PART II – REGISTRATION OF BUSINESS NAMES
2. The following proprietors and firms shall be registered in
the manner directed by this Part–
(a) every proprietor having a place of business
in Sierra Leone and carrying on business
under a business name which does not
consist of his ordinary name without any
addition to it;
(b) every firm having a place of business in Sierra
Leone and carrying on business under a
business name which does not consist of the
ordinary names of all the partners in the firm
without any addition to it;
(c) every proprietor or firm having a place of
business in Sierra Leone who or a partner in
which has either before or after the coming
into operation of this Act changed his name,
including any proprietor or partner who,
being a woman, has changed her name in
consequence of marriage:
Provided that–
(i) where any addition to the ordinary name
of a proprietor or the ordinary names of
the partners in a firm carrying on any
business merely indicates that the
business is carried on in succession to
a proprietor or firm formerly carrying on
the same business that addition shall
not of itself render registration
necessary;(ii)where two or more partners have the
same surname, the addition of the letter
“s” at the end of that surname shall not
of itself render registration necessary;
and
(iii)where the business is carried on by a
receiver or manager appointed by any
court, registration shall not be
necessary.
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:–
(a) the business name of the business in respect
of which the proprietor or firm is required to
be registered;
(b) the general nature of the business;
(c) the principal place of business;
(d) all other places at which the business is
carried on;
(e) the usual residence and any other business
occupation of the proprietor, or of every
partner in the firm, and where the proprietor
or any of the partners in the firm 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; 1516
Proprietors
and firms to
be registered.
Manner and
particulars of
registration.

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
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–
(a) receives a reply to the notice to the effect
that the proprietor or firm is not carrying on
business; or
(b) does not within one month after sending the
notice receive a reply to it,
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. (f) if the business is commenced after the coming
into operation of this Act, the date of
commencement of the business.
4. 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.
5. 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.
6. 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.
7. If any proprietor or firm fails to comply with any of the
provisions of section 3, 4, or 5, the proprietor, or everypartner 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.
8. Every statement of particulars furnished under this Part
shall be filed by the Registrar who shall deliver acertificate 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. 1718
Registrar to
file statement
and issue
certificate of
registration.Removal of
names from
register.
Time for
registration.
Restriction
on identical
names.
Registration
of changes in
particulars.
Penalty for
default in
registration.

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
10. (1) When the business name under which any business
is carried on contains the words–
(a) “National,” “Government” or any other word
which in the opinion of the Registrar
suggests, or is calculated to suggest, that
the business enjoys the patronage of the
Government of Sierra Leone, or of any
department thereof; or
(b) “Municipal” “Chartered” or any other word
which, in the opinion of the Registrar, suggest
or is calculated to suggest, connection with
any municipality or other local council; or
(c) “Chamber of Commerce,” “Building Society”
or “Co-operative”;
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.(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:
Provided that–
(a) the proprietor or firm in default may apply to
the High Court for relief against the disability
imposed by this section, and the Court, on
being satisfied that the default was due to
accident or inadvertence or that on other
grounds it is just and equitable to grant relief,
may grant the relief applied for either
generally or as respect any particular contract
and on such conditions as the Court may
impose; 1920 Misleading
business
names.
Publication of
true names in
trade circu-
lars, etc.

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
(b) if any action or proceeding is commenced by
any other party against the proprietor or firm
in default to enforce the rights of that other
party in respect of the contract, nothing in
this Part shall preclude the proprietor or firm
from enforcing in that action or proceeding
by way of counter- claim, set-off or otherwise,
such rights as he or it may have against the
other party in respect of the contract.
PART III–REGISTRATION OF BUSINESSES
12. (1) Subject to this Part, no person shall carry on any
business unless the business has been validly registered.
(2) Any person who contravenes subsection (1) commits
an offence and shall on conviction be liable to a fine of Le1,000,000 or
to a term of imprisonment of one year or to both the fine and
imprisonment.
13. (1) The proprietor of every business required to be
registered under this Part shall make an application for that purpose
in the prescribed form to the Registrar.
(2) Without prejudice to the general effect of subsection
(1), the prescribed form shall contain the following particulars:–
(a) the name, address and nationality of the
proprietor;
(b) the name, address and nationality (if any) of
the business where different from those of
the proprietor;(c) particulars of branches of the business in
Sierra Leone;
(d) the nature of the business;
(e) the date of commencement of the business if
the business is already in existence;
(f) if the business is already registered, the date
of registration of the business;
(g) the capital employed in the business;
(h) the turnover of the business;
(i) if the business is in the nature of a partnership
or a company, the name, address and
nationality of each partner or shareholder to
the capital of the business; and
(j) such other particulars as may be prescribed.
(3) A copy of every application made under this section
shall be forwarded to the Authority by the proprietor.
14. (1) Subject to this section, where the Registrar is satisfied–
(a) that the particulars contained in the
application are correct and sufficient;
(b) that this Part has been fully complied with;
and
(c) that the business is registrable under this Part,
he shall, upon payment to him of the prescribed fee, register the
business and make entries thereof in a register kept by him for that
purpose. 21
22
Obligation to
register
business.
Application
for registra-
tion.
Registration
of business.

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
(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 23
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.
16. 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.
17. The Authority shall collect and receive the prescribed fees
in respect of any registration under this Part.
18. 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.
19. (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.
Certificate of
registration.Change of
particulars in
application.
Authority to
collect fees.
Power of
Registrar to
set off fees
against
income.
Act No. 8
of 2000.
Power of
Registrar to
cancel
registration.
24

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
20. Notwithstanding anything in this Part, the following
businesses shall not be required to be registered under this Act:–
(a) any business which is registrable or
licensable under any other enactment where
that enactment provides for the registration
or licensing of the business or both;
(b) any business carried on by a person who is
exempted from income tax in respect of that
business or whose income accrues or is
derived from a business exempted from tax
under the Income Tax Act, 2000;
(c) any business, class or description of
business exempted by the Minister by
statutory instrument .
21. Every proprietor of a business required to be registered
under this Part shall permit the Registrar or the Authority or any
person deputed in writing for that purpose by either of them, to enter
and inspect any premises on which the business is carried on or
controlled or where the certificate of registration is exhibited and to
carry out such investigations as may be necessary for carrying into
effect any of the provisions of this Part.
22. (1) Where an offence is committed under sections 12 and
15 by a body of persons, then–
(a) in the case of a body corporate, any person
who, at the time of the act constituting the
offence was a director or officer of that body,
shall be deemed also to be guilty of the
offence; and(b) in the case of a firm, every person who at the
time of the commission of the offence
constituting the offence was a partner or
officer of that body, shall be deemed also to
be guilty of that offence.
(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
he is charged was committed by some other person without his
knowledge or connivance and that he exercised all due diligence to
prevent the commission of the offence having regard to all the
circumstances.
PART IV–MISCELLANEOUS
23. The Minister may, by statutory instrument, make
regulations–
(a) conferring upon the Registrar such powers
as may be necessary or expedient for carrying
out the purposes of this Act;
(b) providing that fees may be charged by the
Registrar in respect of any acts done by or
before him in pursuance of any of the
provisions of this Act and prescribing the
amount of such fees;
(c) prescribing forms for the purposes of this
Act;
(d) generally for the conduct and regulation of
registration under this Act and of any matters
incidental thereto.
Power of
Registrar and
Authority to
enter and
inspect
business
premises.
Offences by
bodies of
persons.Regulations. Act No. 8 of
2000. Exemptions.
25
26

No. 18Registration of Business Act2007
No. 18Registration of Business Act2007
24.(1) The Business Names Registration Act and the Business
Registration Act 1983 are hereby repealed.
(2) Notwithstanding subsection (1), any order,
proclamation or regulations made under the repealed Acts and in
existence at the commencement of this Act shall continue in existence
unless otherwise revoked.
PRINTED AND PUBLISHED BY THE GOVERNMENT PRINTING DEPARTMENT , SIERRA LEONE .
G
AZETTE EXTRAODINARY NO. 47 OF 11 TH SEPTEMBER , 2007.
Repeal and
savings.
Cap 257
Act No.13
of 1983.
27
Passed in Parliament this 8th day of June, in the year of our Lord two
thousand and seven.
A. A. KEMOKAI,
Clerk of Parliament.
T
HIS 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.
A. A. KEMOKAI,
Clerk of Parliament.28

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