Companies Act · 2021 Revised Edition · Part · Share Capital and Debentures Prospectus
38. Specific requirements as to particulars in prospectus
Official textFrom Attorney General's Chambers, unchanged
Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must state the matters specified in Part 1 of
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;
Schedule 3 and set out the reports specified in Part 2 of that Schedule, and the said Parts 1 and 2 shall have effect subject to the provisions contained in
Part 3 of that Schedule.
A condition requiring or binding an applicant for shares in or debentures of a company 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.
It shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section:
Provided that this subsection does not apply if it is shown that the form of application was issued either -
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; or
in relation to shares or debentures which were not offered to the public.
Companies
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If any person acts in contravention of the provisions of this subsection, he is guilty of an offence and liable on conviction to a fine of
$5,000.
In the event of a 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 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 contravention arose from an honest mistake of fact on his part; or
the contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was 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 with respect to the matters specified in paragraph 15 of Part 1 of Schedule 3, 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.
This section does not apply to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares 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 a form of application whether issued on or with reference to the formation of a 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;
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.
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Companies
Terms defined in s 2
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;
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;
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 3
Part
Management and Administration Registered Office and Name
Part 5
Part 6
Part 7
Part 8
Part 9
Part
Restrictions on Sale of Shares and Offers of Shares for Sale
Part
Prohibition of Partnerships with More Than Twenty Members
Part