Section 308 - Registration of prospectus

(1) A prospectus delivered to the Commission pursuant to section 304 shall be delivered in triplicate.

(2) Where a general invitation is being made by or on behalf of a company in respect of the shares or debentures of the company, one copy of the prospectus delivered to the Commission shall be signed by every person who is named in the invitation as a director or proposed director of the company or by the agent of that person authorised in writing as well as being signed, in the manner referred to in subsections (3) and (4), by or on behalf of any other person also making the invitation.

(3) In every case one copy of the prospectus so delivered shall be signed by the person making the invitation or by the agent of that person authorised in writing.

(4) Where the person making the invitation is a firm or body corporate, it is sufficient if the prospectus is signed by or on behalf of the firm or body corporate by not less than half the partners or by not less than two directors of the body corporate, and any of those partners or directors may sign by the agent of that partner or director authorised in writing.

(5) One copy of the prospectus so delivered shall have endorsed on it or attached to it,

(a) a consent of an expert required by section 307; and

(b) in the case of a prospectus relating to a general invitation, a certified copy or translation of each of the documents required to be available for inspection in accordance with paragraph 45 of the Tenth Schedule, or, where a certificate of exemption has been granted pursuant to section 306 required to be available for inspection under the regulations of the approved stock exchange but if a copy or translation of the document has already been delivered by the company to the Registrar for registration, the Registrar may dispense with the need to endorse or attach a further copy of the document, where in the opinion of the Registrar, the copy originally delivered is readily identifiable and accessible.

(6) Where the prospectus relates to shares or debentures dealt in on an approved stock exchange or states that application has been or will be made to an approved stock exchange for permission to deal in the shares or debentures to which the prospectus relates, there shall be delivered to the Commission with the prospectus a certificate by or on behalf of that approved stock exchange that

(a) the prospectus has been scrutinised by the stock exchange; and

(b) its requirements relating to the contents of the document have been satisfied;

and the Registrar shall register the prospectus within forty-eight hours of the approval by the Commission of the prospectus.

(7) In a case which does not fall within subsection (5) or (6), the Registrar may, for the purposes of reaching an opinion on whether a prospectus

(a) does not comply with this Act,

(b) contains an untrue statement,

(c) omits to state a material fact,

(d) is otherwise incomplete or misleading,

refer the prospectus to the Commission for the opinion of the Commission, and the Commission shall give its opinion within twenty-one days after the reference, in relation to the prospectus.

(8) A copy of a prospectus which has been delivered for registration in accordance with this section shall state at its head the following: “A copy of this prospectus has been delivered to the Securities and Exchange Commission in accordance with subsection (8) of section 308 of the Companies Act, 2019 (Act 992). For the financial soundness of the company or the value of the securities on offer investors are advised to consult a dealer, investment adviser or any other professional for the appropriate advice.”.

(9) For the purposes of this Act, and until the contrary is shown, the first publication of the prospectus is the date of registration.