Section 105 Investments and Securities Act

Section 105 of the Investments and Securities Act 2025 is about Expert’s statement on prospectus. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) A prospectus inviting persons to subscribe for securities of a company and including a statement purportedly made by an expert shall not be issued unless —
(a) the expert has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to the issue of the statement included in the form and context in which it is; and
(b) a statement appears in the prospectus that the expert has given and has not withdrawn his consent.

(2) Where any prospectus is issued in contravention of this section, the company and every person who is a party to the issue commits an offence and is liable on conviction to a fine of not less than N2,000,000 or imprisonment for a term of not less than three years or both.

(3) The Commission may, in lieu of prosecution for the offence prescribed in subsection (2), impose a penalty of not less than N2,000,000 and a further penalty of not less than N5,000 for every day the violation continues.