COMPANIES ACT - 1963 (ACT 179)

    Section - 279 - Registration of Prospectuses

    (1) Every prospectus delivered to the Registrar for registration pursuant to section 275 of this Code shall be delivered in triplicate.

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

    (4) Where the person making the invitation is a firm or body corporate it shall be 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 such partner or director may sign by his agent authorised in writing.

    (5) One copy of the prospectus so delivered shall have endorsed thereon or attached thereto,

    (a) any consent of an expert required by section 278 of this Code; 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 Seventh Schedule to this Code, or, where a certificate of exemption has been granted pursuant to section 277 of this Code, required to be available for inspection under the regulations of the stock exchange:

    Provided that if a copy or translation of any such 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 thereof if, in the opinion of the Registrar, the copy originally delivered is readily identifiable and accessible.

    (6) If 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 it relates, there shall be delivered to the Registrar with the prospectus a certificate signed 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 thereof have been satisfied;

    and the Registrar shall thereupon register the prospectus within forty-eight hours of the delivery of the prospectus to him, unless it is incomplete or irregular on its face or unless, prior to registration, any consent of an expert required by section 278 of this Code has been withdrawn.

    (7) If the prospectus relates to any invitation made by or through an exempted dealer there shall be delivered to the Registrar with the prospectus a certificate signed by or on behalf of that exempted dealer that,

    (a) he accepts personal responsibility for the contents of the prospectus; and

    (b) it complies in all respects with the provisions of this Code;

    and the Registrar shall thereupon register the prospectus within forty-eight hours of the delivery of the prospectus to him unless it is incomplete or irregular on its face or unless,prior to registration any consent of an expert required by section 278 of this Code has been withdrawn.

    (8) In any case not falling within subsection (6) or (7) of this section the Registrar shall register the prospectus and any documents required to be endorsed thereon or attached thereto at the expiration of twenty-one days from the delivery to him in accordance with subsection (1) of this section, or such shorter time as he may allow in any particular case, unless,

    (a) any consent of an expert required by section 278 has been withdrawn; or

    (b) in the opinion of the Registrar, the prospectus does not comply with the provisions of this Code or contains any untrue statement or omits to state any material fact or is otherwise incomplete or misleading;

    in which case he shall refuse to register the same until any necessary consents are given or the prospectus is amended to the Registrar's satisfaction.

    (9) From any refusal by the Registrar to register a prospectus the company or any other person who has delivered the prospectus for registration may apply to the Court which, after hearing the applicant and the Registrar, and such evidence as they may call, may either order the Registrar to register the prospectus or may dismiss the application and prohibit any person before the Court from publishing the prospectus until it has been amended to the satisfaction of the Registrar.]

    (9a) In any case not falling within subsection (5) or (6) of this section the Registrar may, for the purpose of reaching an opinion on whether a prospectus-

    (a) does not comply with the provisions of this Code; or

    (b) contains any untrue statement; or

    (c) omits to state any material fact; or

    (d) is otherwise incomplete or misleading,

    refer the prospectus to the Securities Regulatory Commission for its opinion and in such a case the Commission shall give its opinion with the period of 21 days, in relation to the prospectus, referred to in subsection (8) of this section.1 [As inserted by the Securities Industry Law, 1993 (PNDCL 333) s. 145 ss 1. ]

    (10) If the Court orders the prospectus to be registered it shall be registered by the Registrar upon delivery to him of an office copy of the order.

    (11) Every copy of any prospectus which has been delivered for registration in accordance with the provisions of this section shall state at its head the following:

    "A copy of this prospectus has been delivered to the Registrar of Companies, Ghana, for registration. The Registrar has not checked and will not check the accuracy of any statements made and accepts no responsibility therefor or for the financial soundness of the company or the value of the securities concerned".

    (12) Until the contrary is shown, the first publication of the prospectus shall be assumed to have occurred on the date of registration thereof.