Freetown, 5th June, 2026 – The Sierra Leone Bar Association (SLBA) has formally responded to a directive from the National Investment Board (NIB) concerning an application under Section 185(4) of the Companies Act, 2009, which alleged default in holding its mandatory Annual General Meeting. In a letter received by the Association, the NIB suggested that the statutory powers under Section 185(4) allowed it to intervene in the scheduling and conduct of the AGM.
The SLBA, however, maintains that the directive extends beyond the scope of the law. The Association argued that while Section 185(4) empowers the NIB to call or direct the holding of an AGM where a company has defaulted, it does not authorize the Board to adjudicate disputes, appoint election committees, alter governance arrangements, or issue binding determinations akin to judicial orders. The Bar Association further expressed concern that the directive was issued without affording its directors a fair hearing, stressing that principles of natural justice and constitutional rights must be upheld.
Citing Article 11 of its Articles of Association, the SLBA noted that AGMs are required within 15 months of the last meeting, and postponements within that statutory period are not unprecedented, referencing a similar adjustment in 2024. The Association has requested the immediate suspension of the directive and an opportunity to make representations before further action is taken. It also reserved its right to challenge any ultra vires decision in the High Court, while reaffirming its willingness to engage constructively with the NIB and stakeholders to ensure compliance with the law and preservation of its governance framework.
In its response, the NIB clarified that its role was not to enforce or interfere with the internal governance of the Association but to oversee compliance with statutory obligations under the Companies Act. The Board emphasized that its directives were intended as remedies, not adjudications, and did not seek to appoint election committees, alter governance structures, or issue binding judicial‑style orders. The NIB stressed that the Bar remains obliged to file notices of the pending AGM and urged members to exercise restraint while the directors determine a date for the meeting.
