Business entities in Sierra Leone

Business entities in Sierra Leone

Sierra Leone business entity typesSince 2003, Healy Consultants provides our Clients with the optimum corporate structures for doing business in Sierra Leone. The available corporate vehicle used by entrepreneurs in Sierra Leone is the limited liability company (Ltd.). Foreign legal entities looking to do business in Sierra Leone are also permitted to set up permanent establishments in the form of a branch office or a representative office.

The Sierra Leone limited liability company (Ltd)

  • The Sierra Leone limited liability company is the most commonly used corporate structure for setting up foreign owned businesses in Sierra Leone. In accordance with Sierra Leone Companies Act 2009, this entity can be established by i) 1 shareholder and ii) 1 director who may be of any nationality and who can either be an individual or a body corporate. The shareholder(s) and director(s) are also not required to be ordinarily resident in Sierra Leone;
  • The Sierra Leone government has since scrapped off the requirement for a minimum share capital when incorporating an LLC.

The Sierra Leone public limited liability company (PLC)

The Sierra Leone PLC is recommended for investors looking to establish large investments in Sierra Leone and with the possibility of listing the company on the stock market. This entity requires at least 2 shareholders and 1 director who may be of any nationality and must not be resident in Sierra Leone. A Sierra Leone public limited company requires a paid up minimum share capital of US$11,300 at incorporation.

The Sierra Leone branch

Foreign companies seeking to do business in Sierra Leone are allowed to set up branch offices in Sierra Leone. The branch office of a foreign company is considered a resident company and thereby abides by the laws of both Sierra Leone and its country of origin. The branch must appoint at least 1 legal representative of any nationality to officially represent the company in Sierra Leone.

The Sierra Leone representative office

Sierra Leone Companies Act allows foreign companies to setup permanent establishments in the form of representative offices in Sierra Leone. The scope of a representative office’s operations in Sierra Leone is limited to i) conducting market research and ii) promotion of the parent company’s activities and products. A Sierra Leone representative office is not permitted to engage in any commercial or profit making activity.

Comparison table between Sierra Leone business entities

 LLCPLCBranch officeRep office
How long to set the company up?10 weeks10 weeks15 weeks12 weeks
How long to open company bank account?5 weeks5 weeks5 weeks5 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYes
Minimum capital required?US$1US$11,300US$1US$1
File annual tax return?YesYesYesNo
Tax registration certificate required?YesYesYesNo
Recommended corporate bank account?Standard Chartered BankRokel Commercial BankZenith BankAccess Bank
Does our Client need to travel?NoNoNoNo
Resident director required?NoNoNoNo
Resident shareholder required?NoNoNoNo
Minimum directors allowed?1111
Minimum shareholders?12NANA
Tax identification code (TIN) needed?YesYesYesNo
Sierra Leone resident company secretary required?NoNoNoNo
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?YesYesYesYes
Sierra Leone corporate tax rate?30%30%40%0%
Annual financial statements required?YesYesYesNo
Statutory audit required?NoNoNoNo
Regulated by?Sierra Leone Chamber of Commerce & Industry Sierra Leone Chamber of Commerce & IndustrySierra Leone Chamber of Commerce & IndustrySierra Leone Chamber of Commerce & Industry
Allowed to issue sales invoices?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office space in Sierra Leone?YesYesYesYes
Can buy Sierra Leone property?YesYesYesNo
Can own equity in other Sierra Leone companies?YesYesYesNo
Total Sierra Leone business setup costs in Yr. 1US$16,100US$18,200US$16,700US$10,900
Subsequent annual costs (incl. accounting and tax fee)US$3,650US$3,650US$3,650US$3,650
Sample engagement invoiceSierra Leone LLC invoiceSierra Leone PLC invoiceSierra Leone Branch office invoiceSierra Leone Rep office invoice

Contact us

For additional information on our business setup services in Sierra Leone, please email us at Alternatively please contact our in-house country expert, Mr. Simon Guidecoq, directly:
client relationship officer - Simon