Section 108 Investments and Securities Act

Section 108 of the Investments and Securities Act 2025 is about Registration of prospectus. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) A prospectus shall not be issued by or on behalf of an issuer or in relation to an intended issuer unless, on or before the date of its publication, there has been delivered to the Commission a copy of the prospectus for registration, signed by every person who is named in it as a director of the issuer, or by his agent authorised in writing and having endorsed on it or attached to it —

(a) any consent to the issue of the prospectus required by section 105 of this Act from any person as an expert;
(b) in the case of a prospectus issued generally, a copy of any contract required by paragraph 11 of the Third Schedule to this Act to be stated in the prospectus;
(c) in the case of a prospectus deemed by virtue of a certificate granted under section 104 of this Act to comply with the requirements of the Third Schedule, a contract or a copy of the contract or a memorandum of a contract which was made available for inspection in connection with the application made under that section to the securities exchange; and

(d) where the persons making any report required by Part II of the Third Schedule to this Act have made in it or without giving the reasons have indicated in it any such adjustments as are mentioned in paragraph 21 of the Third Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons for them.

(2) The references in subsection (1)(b) and (c) to the copy of a contract required to be endorsed on or attached to a prospectus shall in the case of a —
(a) contract wholly or partly in any language other than English, be taken as references to a copy of a translation in English of the parts of the contract that are in any other languages other than English from the original language of the contract being a translation certified in any manner acceptable to the Commission to be a correct translation; or

(b) copy of a contract or memorandum of a contract required to be made available for inspection under subsection (1)(c), and which is wholly or partly in any language other than English, include a reference to a copy of a translation of the contract or memorandum or a copy embodying a translation of a part of it and certified in a manner acceptable to the Commission.

(3) Every prospectus shall, on the face of it —
(a) state that a copy has been registered as required by this section; and
(b) specify or refer to statements included in the prospectus which specify any document required by this section to be endorsed on or attached to the copy so delivered.

(4) The Commission shall not register a prospectus unless it is satisfied that —
(a) it is dated and signed as required by this section;
(b) it has endorsed on it or attached to it the documents, if any, specified; and
(c) the prospectus otherwise complies with the requirements of this Act.

(5) Where the Commission refuses to register a prospectus on the ground that it fails to comply with the requirements of this Act, an aggrieved person may appeal to the Tribunal established by this Act within 21 days after notification of the refusal by the Commission.

(6) Where a prospectus is issued without a copy of it being registered by the Commission or without the copy so registered having endorsed on it or attached to it the documents required under this Act, the issuer and every person who is a party to the issue of the prospectus, shall be jointly and severally liable to a penalty of not less than N20,000,000 and a further sum of N50,000 for every day the violation continues from the date of issue of the prospectus, or such other sum as the Commission may deem necessary in the circumstance.