Section 108, The Companies Act, 2009

(1) A company having a share capital which– (a) does not issue a prospectus on or with reference to its formation; or (b) issued such a prospectus but has not proceeded to allot any of the shares, shall not allot any of its shares or debentures unless at least 3 days before the first allotment of either shares or debentures there has been delivered to the Commission for registration a statement in lieu of prospectus, signed by every person who is named in it as a director or a proposed director of the company or by his agent authorised in writing in the form containing the particulars set out in the Second Schedule . (2) This section shall not apply to a private company. (3) If a company acts in contravention of this section, the company and every director of the company who knowingly authorises or permits the contravention shall be guilty of an offence and be liable to a fine not exceeding Le3,000,000.