Business entities in Sierra Leone in 2023

Since 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

	LLC	PLC	Branch office	Rep office
How long to set the company up?	10 weeks	10 weeks	15 weeks	12 weeks
How long to open company bank account?	5 weeks	5 weeks	5 weeks	5 weeks
Legal liability?	Limited	Limited	Unlimited	Unlimited
Wholly foreign owned?	Yes	Yes	Yes	Yes
Minimum capital required?	US$1	US$11,300	US$1	US$1
File annual tax return?	Yes	Yes	Yes	No
Tax registration certificate required?	Yes	Yes	Yes	No
Recommended corporate bank account?	Standard Chartered Bank	Rokel Commercial Bank	Zenith Bank	Access Bank
Does our Client need to travel?	No	No	No	No
Resident director required?	No	No	No	No
Resident shareholder required?	No	No	No	No
Minimum directors allowed?	1	1	1	1
Minimum shareholders?	1	2	NA	NA
Tax identification code (TIN) needed?	Yes	Yes	Yes	No
Sierra Leone resident company secretary required?	No	No	No	No
Corporate shareholders allowed?	Yes	Yes	Yes	Yes
Corporate director(s) allowed?	Yes	Yes	Yes	Yes
Sierra Leone corporate tax rate?	30%	30%	40%	0%
Annual financial statements required?	Yes	Yes	Yes	No
Statutory audit required?	No	No	No	No
Regulated by?	Sierra Leone Chamber of Commerce & Industry	Sierra Leone Chamber of Commerce & Industry	Sierra Leone Chamber of Commerce & Industry	Sierra Leone Chamber of Commerce & Industry
Allowed to issue sales invoices?	Yes	Yes	Yes	No
Allowed to import and export goods?	Yes	Yes	Yes	No
Can rent an office space in Sierra Leone?	Yes	Yes	Yes	Yes
Can buy Sierra Leone property?	Yes	Yes	Yes	No
Can own equity in other Sierra Leone companies?	Yes	Yes	Yes	No
Total Sierra Leone business setup costs in Yr. 1	US$17,100	US$19,200	US$17,700	US$11,900
Subsequent annual costs (incl. accounting and tax fee)	US$3,650	US$3,650	US$3,650	US$3,650
Sample engagement invoice	View invoice PDF	View invoice PDF	View invoice PDF	View invoice PDF