Section 500, The Companies Act, 2009

(1) Every prospectus shall– (a) be in the form prescribed by the Commission; (b) be signed by every director or person named in the prospectus as a proposed director of the issuer, or by his agent authorised in writing; (c) state that a copy has been registered with the Commission and also state immediately after that statement that the Commission assumes no responsibility as to its contents; (d) state the matters specified in the Ninth Schedule. (e) in the case of an offer of units under a unit trust scheme include a copy of the scheme’s particulars; (f) where the person making a report required to be included in any prospectus has made in it, or has without giving a reason, indicated in it, any adjustment to the report or endorsed on it or attached thereto a statement by that person setting out the adjustment; (g) contain a statement that no securities shall be allotted on the basis of the prospectus later than its date of issue; (h) where it contains a statement made or purporting to have been made by an expert or contains what purports to be a copy of or extract from a report, memorandum or valuation of an expert, state the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for incorporation in the prospectus and contain a copy of that person’s consent which shall have previously been lodged with the Commission; (i) not contain the name of any person as a debenture holder’s representative or trustee or as an auditor or a banker or a legal practitioner or share broker of the company or proposed company or for or in relation to the issue or proposed issue of securities, unless that person has consented in writing before the issue of the prospectus to act in that capacity in relation to the prospectus and a copy of the consent has been lodged with the Commission; (j) subject to subsection (2), where the prospectus offers shares in or debentures or other securities of a foreign corporation incorporated or to be incorporated, contain particulars with respect to- (i) the instrument constituting the corporation; (ii) the enactment or provisions having the force of an enactment by or under which the incorporation of the corporation was effected or is to be effected; (iii) an address in Sierra Leone where the instrument, enactment or provisions or certified copies may be inspected; (iv) the date on which and the place where the company was or is to be incorporated; and (v) whether the corporation has established a place of business in Sierra Leone and, if so the address of its principal office in 360 361 Effective date of prospectus. Form and contents of (2) Sub-paragraphs (iii) to (iv) of paragraph (j) of subsection (1) shall not apply in the case of a prospectus issued more than 2 years after the day on which the corporation was entitled to commence business. (3) A document referred to in subsection (1) shall, in addition state– (a) the net amount of the consideration received or to be received by the company in respect of shares or debentures to which the offer relates; and (b) the place and time at which a copy of the contract under which the shares or debentures have been or are to be allotted may be inspected. (4) Where an offer to which subsection (1) of section 497 relates is made, it shall be sufficient if the document referred to in that section is signed on behalf of the issuer by 2 directors or 2 members of the board of management or their authorised agent, in writing. (5) If after delivery of the prospectus approved by the Commission for registration but prior to registration the expert referred to in paragraph (h) of subsection (1) has withdrawn his consent, the person who has submitted the prospectus to the Commission for approval shall immediately notify the Commission. (6) A condition requiring or binding an applicant for securities to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void. (7) Where a prospectus does not comply with the requirements of this Act or any regulations made under it, no director or other person shall incur any liability in respect of the failure to comply if he proves that he had no knowledge of the matter and that he exercised due diligence to ensure that the failure to comply did not occur.