STEP ONE

Sections 56 and 57 of the Securities Industry Act, 1998, provides ‘From the date of commencement of this Part, all public companies shall become reporting issuers and shall, within ninety (90) days from that date, file with the Council a registration statement in the prescribed form.

A company becomes a reporting issuer pursuant to Section 56 of the SIA and is required to file a Registration Statement as a Reporting Issuer and a Registration Statement of Securities on payment the prescribed fee pursuant to Section 57 of the SIA

Accompanying Documents for Registration Statement of Reporting Issuer:

1. a copy of its articles of incorporation and by-laws;
2. copies certified by a director of the reporting issuer to be true copies of its last balance sheet and last profit and loss account; and
3. a copy of the auditors’ report on the financial statements referred to in sub paragraph b. above.

A registration statement of an intended reporting issuer must be filed 28 (twenty-eight) days prior to the date of issue of the securities.

A company who issues shares to the public, or lists with any self-regulatory organisation must also file a Registration Statement of Securities.

Accompanying Documents for Registration Statement of Securities:

1. a copy of its articles of incorporation and by-laws;
2. copies certified by any director of the company to be true copies of the last balance sheet and the last profit and loss account;
3. a copy of the auditors’ report on the financial statements referred to in subparagraph c. above;
4. the prescribed fee; and
5. in the case of a reporting issuer, who proposes to issue securities to the public, a prospectus conforming with the requirements of Part IV of the SIA.

STEP TWO

A company may then issue a prospectus to offer, sell and/or distribute its securities. A prospectus must be accompanied with the Registration Statement of Securities and must contain such information as set out in the Prospectus Guidelines.

A company shall file same with the Council whereupon a receipt will be issued by the Council. A distribution of securities shall commence within ninety (90) days of the date which a receipt for the prospectus is issued by the Council.

STEP THREE

After filing the registration statements with the prospectus and other accompanying documents, a company, registered as a reporting issuer with the Council, is required within four (4) months after the end of its financial year to file with the Council, a copy of its annual report containing relevant information prescribed by the Act AND send to each of its security holders such financial statements as the Council may prescribe.

A Reporting Issuer is also required to make material disclosures and update its registration statements annually.