Companies Act · 2021 Revised Edition · Part · Restrictions on Sale of Shares and Offers of Shares for Sale
309. Requirements as to prospectus
Official textFrom Attorney General's Chambers, unchanged
In order to comply with this Part, a prospectus in addition to complying with the provisions of section 308(l)(a)(ii) and (iii) shall -
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;
contain particulars with respect to the following matters -
the objects of the company;
the instrument constituting or defining the constitution of the company;
the enactments or provisions having the force of an enactment, by or under which the incorporation of the company was effected;
an address in Brunei Darussalam where such instrument, enactments or provisions, or copies thereof, and if the same are in a foreign language a translation thereof certified in the prescribed manner, can be inspected;
the date on which and the country in which the company was incorporated;
whether the company has established a place of business in Brunei Darussalam, and, if so, the address of its principal ofice in Brunei
Darussalam:
Provided that the provisions of sub-paragraphs (i), (ii), (iii) and (iv) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.
subject to the provisions of this section, state the matters specified in Part 1 of Schedule 3 (other than those specified in paragraph 1 of that Part 1) and set out the reports specified in
Part 2 of that Schedule subject always to the provisions contained in Part 3 of that Schedule:
Companies
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Provided that -
where any prospectus is published as a newspaper advertisement, it shall be a sufficient compliance with the requirement that the prospectus must specify the objects of the company if the advertisement specifies the primary object with which the company was formed;
in paragraph 3 of Part 1 of Schedule 3, a reference to the memorandum and articles of the company shall be substituted for the reference to the articles; and
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paragraph 1 of Part 3 of Schedule 3 shall have effect as if the reference to the memorandum were omitted therefrom.
Any condition requiring or binding any applicant for shares or debentures 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.
document
"document" includes summons, notice, order, and other legal process, and registers;
In the event of non-compliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention if -
director
"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
as regards any matter not disclosed, he proves that he was not cognisant thereof;
he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or
the non-compliance or contravention was in respect of matters which, in the opinion of the Court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of that Court, having regard to all the circumstances of the case, reasonably to be excused:
Provided that, in the event of failure to include in a prospectus a statement a with respect to the matters contained in paragraph 15 of Part 1 of Schedule 3,
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Companies no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed.
Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act apart from this section.
Terms defined in this Act
articles
Defined · s 2"articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained in Table A in Schedule 1;
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…
director
Defined · s 2"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
document
Defined · s 2"document" includes summons, notice, order, and other legal process, and registers;
memorandum
Defined · s 2"memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any written law;
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;
Part
Prohibition of Partnerships with More Than Twenty Members
Part