Section 86 Investments and Securities Act 2025

Section 86 of the Investments and Securities Act 2025 is about Registration of securities to be issued under this Act. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) All securities to be issued under this Act shall be registered with the Commission under the terms and conditions contained in this Act and the rules and regulations made under it.

(2) The issuer shall file with the Commission a registration statement which shall contain such information and shall be signed by such persons as the Commission may prescribe.

(3) A registration statement shall be deemed effective only as to the securities specified in it as proposed to be issued.

(4) The Commission shall issue a certificate of registration in respect of securities registered by it.

(5) Securities shall not be issued, transferred, sold, or offered for subscription or sale to the public without the prior registration of the securities with the Commission.

(6) A person who proposes to make available, offer for subscription or purchase, or issue an invitation to subscribe for or purchase, outside Nigeria, securities of a public company or other securities to be registered under this Act, or to list such securities on a securities exchange outside Nigeria shall seek the prior approval of the Commission and where applicable, report to a securities exchange registered with the Commission.

(7) A person who issues, transfers, sells, or offers securities for subscription or sale to the public, without the prior registration of the securities with the Commission commits an offence and is liable on conviction to a fine of not less than 50% of the value of the securities offered to the public, and in the case of a director or relevant principal officer of the entity, a fine of not less than 10% of the value of the securities offered to the public or imprisonment for a term of not less than five years.

(8) The Commission may, in lieu of a prosecution under subsection (7), direct the affected entity or individual to refund the money received together with interest on it at the prevailing commercial bank rate.