OFFERS FOR SALE AND KINDRED MATTERS 59 
the allotment or agreement to allot, or that at the date 
when the offer is made the whole consideration to be 
received by the company for the shares or debentures 
has not been so received, is primd facie evidence that 
the allotment or agreement to allot was made with a 
view to an offer for sale to the public. Of course if the allot- 
ment was in fact made with a view to the shares or debentures 
being offered to the public the section will apply to the offer, 
even though it is made more than six months after allotment 
and after the whole consideration has been received by the 
company. Under s. 38 (3) the copy of the offer for sale which 
is delivered to the Registrar for filing pursuant to s. 34, must 
be signed by the persons making the offer. S. 38 (4) contains 
special provisions as to the signature of the offer for sale 
where the offer is made by a company or firm. Having 
regard to s. 34 the copy of the offer for sale to be delivered 
for registration must in all cases also be signed by every 
director or proposed director of the company. 
It is not quite clear whether s. 35 (3), which prohibits the 
issue of application forms without a prospectus complying 
with s. 35 applies to application forms accompanying offers 
for sale, but the language of the sub-section appears wide 
enough to cover such forms of application. 
S. 38 only applies to offers for sales of shares by a company 
as defined by s. 380 (see supra p. 1), where the original allot- 
ment or agreement to allot was made with a view to an offer 
for sale to the public. It does not apply where the shares 
offered were not allotted or agreed to be allotted with a view 
to an offer for sale to the public. It would appear, however, 
that in such a case if the offer is made to the public it must be 
accompanied by a prospectus where the offer is issued with a 
form of application; for under s. 35 (3) as regards companies 
within the meaning of the Act it is unlawful to issue a form 
of application for shares unless the form is issued with a 
prospectus complying with s. 35. 
Offers to individuals are not affected by any of the sections 
mentioned above, but by s. 356 (1) house-to-house canvassing 
is entirely prohibited. This sub-section presumably only 
applies where the offer is made verbally. Moreover, ‘house’ 
in this sub-section does not include an office used for business 
purposes. 
Offers in writing are dealt with by s. 356 (2) which provides 
that except in certain cases ‘it shall not be lawful to make an 
offer in writing to any member of the public (not being a 
person whose ordinary business or part of whose ordinary 
business it is to buy or sell shares. whether as principal or