SIERRA LEONE Law and Practice Contributed by: Gelaga King, Eku Williams, Robert Koroma and Valentina Coker, GPKLegal
Sector-Specific Restrictions The government imposes restrictions/caps on foreign ownership and participation in the mining, fisheries and banking industries. In mining, foreign investors may need to enter into partnerships with local compa - nies and obtain government approval before starting operations. 2.4 Antitrust Regulations Sierra Leone does not currently have standalone com - petition or antitrust laws. However, every merger or acquisition is subject to prior review and approval by the NIB. Formal notification of any merger or acquisition must be given to the NIB containing, inter alia, a list of the major competitors and the market position or market share of each company and an analysis of the effect of the transaction on the relevant market, including the post-transaction market position of the merging or resultant company. Approval will be given if the NIB is satisfied that the acquisition is not likely to cause a “substantial restraint of competition or tend to create monopoly in any line of business enterprise”. Where a merger is likely to restrain competition, approval will be granted if one of the parties to the merger is failing and there is evi - dence that all liabilities of the company being acquired have been or will be settled within a reasonable time. The Ministry of Trade and Industry is responsible for overseeing and addressing anti-competitive business practices. Sierra Leone is not a member of the International Competition Network, but it maintains co-operative ties with the ECOWAS Regional Competition Authority through its membership in ECOWAS. 2.5 Labour Law Regulations Acquirers in Sierra Leone must comply with the Employment Act of 2023, the Work Permit Act 2023 and collective bargaining agreements (CBAs), each of which regulate matters that affect deal planning, due diligence and post-acquisition integration.
A Companies and Allied Matters Bill is currently under consideration in Sierra Leone, aimed at mod - ernising corporate governance, strengthening share - holder rights and enhancing regulatory enforcement mechanisms. Although not yet enacted, the proposed reforms are expected to introduce structural changes that may influence M&A activity once implemented, particularly in relation to governance standards, approval processes and disclosure obligations. Each method of acquisition involves due diligence and compliance with local corporate laws. 2.2 Primary Regulators The primary regulator for M&A activity in Sierra Leone is the National Investment Board (NIB), which over - sees company registrations and regulation. The Bank of Sierra Leone monitors financial transactions and foreign exchange. Other sector-specific regulators may play a role in M&A activity, such as ministries or ministry depart - ment agencies. The National Revenue Authority ensures tax compliance, while the Ministry of Mines and Mineral Resources may seek to review deals in strategic sectors like mining. The Sierra Leone Elec - tricity and Water Regulatory Commission may also play a role, depending on the industry. 2.3 Restrictions on Foreign Investments Sierra Leone imposes some restrictions on foreign investment to protect national interests, particularly in strategic sectors like mining, telecommunications and energy. The NIB is responsible for facilitating and registering all foreign investment in Sierra Leone. Investors must comply with local content laws, aimed at capacity building; this includes hiring Sierra Leonean workers and using local suppliers where possible. Certain industries require government approval or joint ventures with local partners. However, there are no outright prohibitions. Incentives like tax holidays are offered to attract foreign capital, balancing pro - tectionism with economic growth.
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