Exchange

The Sierra Leone Stock Exchange

Corporate Governance Code

Corporate Governance Code can be found on the Sierra Leone stock exchange site.

Currency

Sierra Leonean Leone (SLL)

Public offers/disclosure regulations

The Anti-Corruption Act of 2008 (as amended) and Public Procurement Act 2004 governs public offers and contains certain disclosure obligations.

Regulatory body or bodies

Stock Exchange Technical Committee (SETC) formed under the auspices of the Central Bank of Sierra Leone (BSL).

Principal legislation

Sierra Leone Interim Stock Exchange Rules and Regulations

Takeover / merger regulations

There is no specific legislation or regulations on takeover / mergers in Sierra Leone; nevertheless when there is a need for such a transaction there must be compliance with certain legislations such as in the Transfer of Shares the transaction must comply with every applicable regulation in the Companies Act of 2009 relating to transfer and transmission of shares. Other considerations include ensuring that the transaction is in compliance with all laws related specifically to the business in question.

For instance, takeover / ,ergers in a telecommunication business must also comply with the Telecommunication Act's provisions concerning Takeovers / Mergers. Also, considerations should be given to the Labour Laws in addressing the needs of the employers, and others legislations, purchasing price, and corporate.

Impact of Regulatory Regime on Business

There are no specific financial thresholds to be made in the event of a notification and the filing fee.

Scope

These laws cover copyright, trademark, design patents etc.

Corruption Perception Index rank worldwide for 2017

130

Corruption Perception Index score for 2017

30

UNAC ratified?

Yes

Ratified?

Yes

Signatories to United Nations Convention Against Corruption (UNAC)?

Yes

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

Arbitration

Sierra Leone laws recognise arbitration as a means of dispute resolution between private parties in Commercial and Civil transactions. The Arbitration Act Chapter 25 (CAP 25) of the laws of Sierra Leone 1960. CAP 25 is largely based on UNCITRAL but modelled on the English Arbitration Act 1889. However, the Investment Promotion Act 2004 governs commercial arbitration.

Disputes arbitrable in Sierra Leone includes rights over immovable property located within the Country, intra-company disputes, disputes involving shareholders, patents / trademarks, and securities transactions. The Act does not specify non-arbitrable matters. It is a general Act.

Court of Appeal

Section 128(1) of the Sierra Leone Constitution>> provides that the Court of Appeal shall consist of (i) the Chief Justice, (ii) not less than seven Justices of the Court of Appeal and (iii) such other Justices of the superior court of the Sierra Leone judicature as the Chief Justice may determine.

Section 128(2) provides that the Court of Appeal shall be duly constituted by any three Court of Appeal judges. However, a single Justice of the Court of Appeal may exercise any power vested in the Court of Appeal not involving the decision on any cause or matter before the Court of Appeal save:
in criminal matters, if any such Justice refuses or grants an application in exercise of any such power, any such person affected thereby shall be entitled to have the application determined by the Court of Appeal as duly constituted; and

in civil matters, any order, direction or decision made or given in pursuant to the power conferred by the provision may be varied, discharged or reversed by the Court of Appeal as duly constituted.

High Court

The Sierra Leone Constitution provides that the High Court shall consist of (i) the Chief Justice, (ii) not less than nine High Court judges and (iii) such other judges of the superior court of the Sierra Leone judicature as the Chief Justice may determine. The High Court shall be duly constituted by any one judge of the High Court sitting with a jury (Constitution, section 131(2)).

The High Court has supervisory jurisdiction over all inferior traditional Courts in Sierra Leone and any adjudicating authority. In the exercise of its supervisory jurisdiction it has the power to issue directions, writs, and orders.

Effectiveness of the court system

The Judiciary is considered by many as not being independent and that it remains subject to manipulations and corruption. It is seen by many citizens as slow and ineffective to resolve dispute.

Enforcement of arbitral awards

Arbitrary awards in Sierra Leone are enforced in the same manner as any Court Judgement. The High Court of Sierra Leone has powers to enforce arbitration award rendered domestic or international. CAP 25 governed the enforcement of arbitrary awards.

Enforcement of foreign judgments

Enforcement of foreign judgments is governed by Foreign Judgement (Reciprocal Enforcement) Cap 21 of the Laws of Sierra Leone 1960 and the High Court Rules of 2007. Sierra Leone laws do not provide for the enforcement of foreign judgments granted by countries that have entered into a reciprocal agreement with Sierra Leone in relation to such judgments. A party seeking to enforce a foreign judgment must apply to the High Court of Sierra Leone by way of filing an Originating Summons of the Judges' Chambers supported by affidavit and other relevant evidence.

In order to enforce foreign Judgment, the judgment creditor must apply to the High Court of Sierra Leone by way of Originating summons in Judges Chambers supported by affidavit with relevant documentation.

Sierra Leone is not a signatory to the 1971 Convention on the Recognition and Enforcement of Foreign Judgments in Civil and Commercial Matters.

Judiciary

Section 135 of the Constitution entrusts the appointment of the Chief Justice and other judges of the higher courts of the judicature of Sierra Leone on the President with the approval of the Judicial and Legal Services Commission and subject to the approval of Parliament.

Magistrates Court

The Magistrates Court is the primary inferior court of judicature in Sierra Leone.
Sierra Leone was divided into Judicial Districts pursuant to Act No. 31 of 1965 (as amended) (the Courts Act). Section 4 of the Courts Act provides that every Judicial District shall have a Magistrates Court.

Magistrates Courts have limited jurisdiction. Subject to their limitations, Section 8 of the Courts Act provides that the Magistrates Court shall have the jurisdiction to do all lawful acts necessary to enquire into, and dispose of, or to hear and determine all civil and criminal matters arising within the district, area, or transferred to the relevant Magistrates Court by the High Court.

Supreme Court

The Supreme Court sits at the top of the Sierra Leone court hierarchy. Section 121(1) of the Sierra Leone Constitution provides that the Supreme Court shall consist of (i) the Chief Justice, (ii) not less than four Justices of Supreme Court and (iii) such other Justices of the superior court of the Sierra Leone judicature or of the superior courts of any state operating a body of law similar to Sierra Leone.

The quorum of the Supreme Court is three justices. The Supreme Court is the final Court of Appeal in Sierra Leone and as such, appellate and other jurisdiction may be conferred upon it by the Constitution or any other law.

Foreign investment incentives

Sierra Leone is emerging from a protracted civil war and is showing signs of a successful transition. Investor and consumer confidence continue to rise, adding impetus to the country’s economic recovery. In addition to this there is greater freedom of movement and the successful rehabilitation and resettlement of residential areas.

Government of the Sierra Leone has enacted several legislations in order to attract investors into Sierra Leone.

The introduction of income tax Act 2000 (as amended) the government introduce tax breaks for large infrastructural projects, and other projects within Sierra Leone; thereby giving concessions on import and export duties, corporation tax breaks. (In specific the government offers accelerated depreciation of 40 percent for plants and equipment for the first year and 10-15 for most other items. It also offers a loss -carry forward of 50 percent of the previous tax year's taxable income. Investors in the mining sector receive 100 percent deduction for prospecting and exploration, a 40 percent deduction for the first year of production costs, 10 percent for depreciation for research and development and 10 percent amortization of start-up costs).

Removal of the exchange control requirements on remittance for expatriate personnel subject to withholding tax.

Remittance of profits after taxes, earned by a foreign investor from a business enterprise.

Guarantee of capital reparation and of loan remittance.

Statutory protection against government expropriation.

Ease access to land for investment etc.

Foreign investor rules

Listed Companies: Companies Act No. 5 of 2009

Legislation

General legislation

Sierra Leone does not have specific legislation governing advertisement. However, the legislations listed below contains provisons that deals with advertisement.

• The Sierra Leone Broadcasting Corporation Act 2009
• The Right to Access Information Act 2013
• The Postal Services Regulatory Agency Act 2012
• The Goods and Services Act 2009

No consolidated legislation in relation to Competition. However, the following related legislation have been introduced:

• Patent and Industrial Design Act 2014;
• Trade Mark Act, Chapter 244 of the Laws of Sierra Leone;
• Trade Mark Act No 17 of 1913 (as amended by the Laws (Adaption)) Act; and
• Copyright Act No 20 of 1965.

Industry specific legislation

The telecommunication Act 2009

The Pharmacy and Drug Act (Amended) 2007

Public Procurement Act 2004

Advertising regulations

General legislation

Sierra Leone does not have specific legislation governing advertisement. However, the legislations listed below contain provisions that deal with advertising:

• The Sierra Leone Broadcasting Corporation Act 2009
• The Right to Access Information Act 2013
• The Postal Services Regulatory Agency Act 2012
• The Goods and Services Act 2009.

Industry specific legislation

• The Telecommunication Act 2009
• The Pharmacy and Drug Act (Amended) 2007
• Public Procurement Act 2004

Capital Gains Tax

Income Tax Act 2000 (as amended) provides for CGT losses to be included in the corporation tax.

Corporate tax

The Income Tax 2000 (as amended) (the Income Tax Act (as amended)):

• specifies tax rates applicable to resident companies pursuant to Part III of the First Schedule to the Income Tax Act;
• non-resident companies are subject to tax at the rate prescribed in the Second Schedule of the Income Tax Act;
• all companies are subject to 30% tax rate except mining companies which are, instead, required to pay a 35% tax rate.

Exchange control

The Exchange Control Act governs this area.

Companies are still required to obtained exchange control for repayment of capital and interest outside Sierra Leone and exchange control is also permission is require when shares are transferred in a company.

However the Investment promotion act of 2004 provides for the removal of the exchange control requirements on transfer of repayment of principal and interest where the loan agreement is registered with the BSL.

Export Processing Zone

N/A at this stage. However, the Government has plans to establish export processing zones.

Interest

Interest is payable to both resident and non-resident companies, however, the law does not specify the amount to be paid in interest. The law does, however, prescribe the amount to be withheld on taxes on the payment of interest.

Dividends

The Companies Act 2009 Section 322 part XIV of the Companies Act
Dividends profits are only distributed out of profits arising from the use of the Company's property, revenue reserves and realised profits on a fixed asset sold.
Dividends are paid according to the amount paid on the shares but where nothing is paid up on any of the shares in the Company dividends may be declared and paid according to the amount on the share.

This is also addressed in the Income Tax Act 2006 (as amended).

Losses

As provided for under the Income Tax Act 2000 (as Amended) tax losses can be carried forward without any penalties.

http://www.sierra-leone.org/Laws/2000-8s.pdf

Payroll tax and social security

Social security

The Employer contributes 10% of the employees’ gross salary per month per employees. 

Payroll tax

Payroll taxes are deducted as provided for under the Income Tax Act 2000 (as amended). Amount to be deducted range between 15 to 30%.

Personal income tax

Resident - Part one of the 2nd schedule

Not over Le 480.000 - Nill

Over Le 480.000 -25%

Le2,880,000 - 600,000 plus 30% ....etc

20-30%

Non-resident - Part two of the 2nd schedule 25%

Real property tax

0.1

Royalties

See comments above.

Stamp duty

Stamp duty is required for the registration of all legal instruments, Sales of shares sales and purchase properties etc.

Technical service fees

N/A

Thin Cap regulations

N/A

Transfer pricing

The Income Tax Act, Part XI section 95 deals with transfer pricing under a section titled "Anti-Avoidance".

The Income Tax Act provides for the Commissioner to distribute, apportion, allocate or assessable income deductions or credits between the taxpayers as necessary to reflect the chargeable income the taxpayers would have realised had the transaction been conducted at arm's length transaction.

The Commissioner may adjust the income payable as he sees fit in respect of any transfer or licence of intangible property between associate companies so that it is commensurate with the income attributed to the intangible property. In addition, the Commissioner may re-characterise the source and nature of any payment or loss as revenue, capital or otherwise.

In order to determine liability, the Commissioner may:

• re-characterise a transaction or an element of the transaction as part of a tax avoidance scheme which has resulted in less tax being paid;
• disregard a transaction that does not have substantial economic effect;
• re-characterise a transaction the form of which does not reflect the substance.

Value Added Tax

The tax chargeable on the provision of goods and services pursuant to the Goods and Services Act 2009 is capped at 15%.