Business in Sierra Leone

A person planning a business in Sierra Leone should first define the activity, ownership, location, expected customers and sector requirements. Informal activity exists in practice, but it is not a separate official legal structure. Formal registration is handled by the National Investment Board (NIB), including business-name registration, company incorporation, annual returns, changes to company details and winding-up or dissolution. The available structures have different consequences. A sole proprietorship has no legal separation between the owner and the business, so the owner carries personal liability. A partnership is owned by two or more people who share profits and losses according to their arrangement. A Limited Liability Company (LLC) provides a separate legal structure and limited liability; the NIB states that it can have at least one shareholder and one director. A Company Limited by Guarantee (CLG) is generally suited to non-profit, charity or social-enterprise purposes. The choice affects governance, records, liability, ownership and ongoing filings. The NIB process normally starts with a name search and name reservation. The applicant then waits for approval or rejection, creates an NIB account, pays the applicable fee, submits the form and supporting documents, tracks the application and downloads the certificate. Applications can be made online or through the NIB office at 3 Jomo Kenyatta Road in Freetown, including the One Stop Shop. The NIB website advertises processing within five days, but the available official information does not establish a universal service guarantee. A current fee should be confirmed before filing: the NIB page lists Le 230 for a sole proprietorship, while an older SLIEPA page described registration as free. After registration, a separate legal entity obtains its own Tax Identification Number (TIN) from the National Revenue Authority (NRA). A sole proprietor uses a NIN, or a passport for a non-national, while a registered company uses its registration number for the TIN process. Businesses must maintain tax records and submit the relevant income-tax, corporation-tax and other returns. Goods and Services Tax (GST) applies to registered businesses making taxable supplies under the applicable rules. A Tax Clearance Certificate (TCC) confirms tax compliance and is often requested for public contracts or bank credit; regular processing is described as approximately 72 hours when the requirements are met. A business may also need a local business licence or registration from the relevant Local Council. Sector-specific permissions can apply to activities such as mining or fisheries. Projects with environmental effects may require an Environmental Impact Assessment licence from the Environment Protection Agency Sierra Leone (EPA-SL). The EPA-SL service charter indicates approximately six weeks for Class C applications and approximately twelve weeks for Class A or B applications. Environmental monitoring can take place quarterly and audits annually, and renewal should be planned at least three months before expiry. An employer must register with the National Social Security and Insurance Trust (NASSIT), including an employer with one employee, and must register workers and pay the required contributions. Self-employed operators can use the NASSIT self-employed process, which includes Employer SS3 and Member SS1A forms, with supporting evidence depending on the entity. These social-security duties are separate from business registration and tax registration. Support and market-access services are spread across several institutions. The Ministry of Trade and Industry and the Small and Medium Enterprises Development Agency (SMEDA) support business facilitation, counselling, mentoring, market access, finance or industrial space, SME registration and networking. The NIB Investment Promotion Directorate, formerly associated with SLIEPA, provides investor, export, market, partner and incentive guidance. The Sierra Leone Local Content Agency (SLLCA) and SL Business Connect can support SME registration, visibility, training, compliance guidance and local-content opportunities. SLEDP is a five-year government and World Bank project focused on SME and entrepreneur growth and diversification. Tax, import-duty, GST and special economic zone incentives depend on the sector and the project. Eligibility can depend on ownership, workforce and investment conditions, so a general startup tax exemption should not be assumed. Earlier startup relief covering 2021 to 2023 was time-limited and does not establish a current entitlement. The NIB promotes the Companies and Allied Matters Act 2026, a unified business registry, digital filing, beneficial-ownership disclosure, a five-percent beneficial-ownership threshold, single-member companies, limited liability partnerships and zero minimum capital. However, the downloadable 2026 document is titled Companies and Business Registration Act, describes itself as a bill and leaves its commencement date open. Its provisions should therefore be checked against the Gazette and commencement information before they are treated as fully effective law. Closing a business requires more than stopping sales. The NIB provides voluntary winding-up, deregistration, dissolution and certified-copy services. The NRA cancels a business TIN only after definitive cessation of business and settlement of tax debts; cancellation can also follow bankruptcy or insolvency, and the cancelled TIN is not reissued. If the business resumes, the NRA states that the same TIN is used. Records, annual returns, changes in directors or shareholders and address updates should be kept current while the business operates.