Companies Act · 2021 Revised Edition · Part · Restrictions on Sale of Shares and Offers of Shares for Sale
308. Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale
Official textFrom Attorney General's Chambers, unchanged
It shall not be lawful for any person to -
issue, circulate or distribute in Brunei Darussalam any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside Brunei
Darussalam, whether the company has or has not established, or when formed will or will not establish, a place of business in
Brunei Darussalam, unless -
before the issue, circulation or distribution of the prospectus in Brunei Darussalam a copy thereof, certified by the chairman and two other directors of the company as having been approved by resolution of the managing body, has been delivered for registration to the Registrar;
the prospectus states on the face of it that the copy has been so delivered;
Companies
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the prospectus is dated;
the prospectus otherwise complies with this Part; or
issue to any person in Brunei Darussalam a form of application for shares in or debentures of such a company or intended company as aforesaid, unless the form is issued with a prospectus which complies with this Part:
Provided that this provision does not apply if it is shown that the form of application was issued in connection with an invitation made in good faith to a person to enter into an underwriting agreement with respect to the shares or debentures.
This section does not apply to the issue to existing members of debenture holders of a company of a prospectus or form of application relating to share in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, but, subject as aforesaid, this section applies to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.
debenture
"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;
Where any document by which any shares in or debentures of a company incorporated outside Brunei Darussalam are offered for sale to the public would, if the company concerned had been a company within the meaning of this Act, have been deemed by virtue of section 41 to be a prospectus issued by the company, that document is deemed to be, for the purposes of this section, a prospectus issued by the company.
document
"document" includes summons, notice, order, and other legal process, and registers;
An offer of shares or debentures for subscription or sale to any person whose ordinary business or part of whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, is not a deemed an offer to the public for the purposes of this section.
Section 40 shall extend to every prospectus to which this section applies.
prospectus
"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
Any person who is knowingly responsible for the issue, circulation or distribution of any prospectus, or for the issue of a form of a application for shares or debentures, in contravention of the provisions of this section is guilty of an offence and liable on conviction to a fine of $5,000
and imprisonment for 2 years.
220
Companies
In this section and section 309, "prospectus", "shares" and
"debentures" have the same meanings as when used in relation to a company incorporated under this Act.
Terms defined in this Act
certified
Defined · s 2"certified", in relation to a copy of a document, means certified in the prescribed manner to be a true copy of that document and, in relation to a translation of a document, means certified…
debenture
Defined · s 2"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;
document
Defined · s 2"document" includes summons, notice, order, and other legal process, and registers;
place of business
Defined · s 307"place of business" includes a share transfer or share registration ofice;
prospectus
Defined · s 2"prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase of any shares or debentures of a company;
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
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