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Registration of Securities

Registration of Securities

REGISTRATION

Registration with the Securities & Exchange Commission
The first step would be for the company to convert to a public company and then to file in a registration statement, accompanied with an application letter, sent through a Designated Advisor (DA). The following documents need to be submitted along with the foregoing:

  • Certificate of incorporation
  • Share certificate
  • Board resolutions authorizing allotment and issue of shares
  • Board resolution authorizing issue of the shares
  • Audited Financial statements for the last three years or a shorter period

Securities to be offered to the public are required to be registered with the Securities and Exchange Commission pursuant to section 75 of the securities Act  with the exception with GRZ  Bonds which are exempt from registration. Registration of securities is one of the ways in which the Commission protects investors by ensuring  there is  disclosure of  material information which may affect the value of securities. Registration of securities does not entail an evaluation of the meris if the securities being registered but is premised on the disclosure of information to assist investors make an informed decision.

Securities are defined in the Securities Act as.

  1. Shares;

     

  2. Debt securities;

     

  3. Public debt;

     

  4. Derivatives;

     

  5. Any rights, options or derivates in respect of any such shares, debt securities or public debt securities;

     

  6. Any rights under a contract to secure a profit or avoid a loss by reference to fluctuations in –
       (i) The value or price of any shares, debt securities or public debt securities;
      (ii) The value or price of a group of shares, debt securities or public debt securities; or

            (iii) An index of shares, debt securities or public debt securities;

  1. Units trusts and interests under collective investment schemes;

     

  2. Commercial paper;

     

  3. Depositary receipts;

     

  4. Warehouse receipts;

     

  5. Any rights, options or derivates in respect of any such shares, debt securities or public debt securities;

     

  6. Any other instrument commonly known as securities, or which are prescribed by rules made by the Commission –excludes treasury bills, bills of exchange, promissory notes, certificates of deposit issued by a bank, or any other instrument prescribed by rules, made by the Commission not to be securities.

An issuer who proposes to issue securities to the public must a file a registration statement which must be accompanied by the following documents

Formal letter of application for registration of the securities

  1. A certified copy of the certificate of incorporation and other certificates/documents for issuers that are not incorporated (confirming that the issuer is a Bonafede  registered legal entity) please note that for issuers that are not incorporated such as multilateral institutions and others shall provide other constitutive documents such articles of agreement and others  to evidence their creation;
     
  2. A certified copy of the articles of association for incorporated issuer( to check among others  the authority, the authorized share capital, there are no provisions/ clauses that restrict the transferability of shares and other provisions/clauses that would impede rights of shareholders. The Commission shall consider other constitutive documents such as articles of agreement and others  for issuers that are not incorporated ;

     

  3. The annual report and accounts for each of the three completed financial years of the issuer and for its subsidiaries, if any, immediately preceding the application or a shorter period as may be accepted by the Commission.

     

  4. A certified copy of resolution passed at a general meeting authorizing the  issue of securities( evidence of authority given to the board to issue securities)

     

  5. A certified copy of a board resolution authorizing the issue of securities and the making of the application for registration of securities( evidence of authority given to management to register the securities with the Commission and the subsequent issue.

     

  6. Certified copies of any resolution passed at a board meeting authorizing changes to share capital, mergers, or amalgamations within the immediately preceding five years.

     

  7. In the case of debt, a copy of the trust deed or other document constituting the debt such as a fiscal agency agreement.

     

  8. In the case of a public offer, a prospectus (prospectus must first be approved by the Commission by ensuring that the contents of the prospectus adhere to the requirements under the Second Schedule to the Securities (Registration of Securities) Rules.

     

  9. Any other documents that may be required by the Commission.

In the case of the registration of a green bond, sustainability bond and sustainability index bond, the above requirement are the minimum requirements and addition requirements  for registration  are prescribed in the respective guidelines.

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