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Interpretation 352. For the purposes of this Part of this Act:—
of Pare XI. The expression ‘‘ certified” means certified in the prescribed
manner to be a true copy or a correct translation;
The expression ““ director” in relation to a company includes
any person in accordance with whose directions or
instructions the directors of the company are accustomed
 to act;
The expression ‘“ place of business’ includes a share transfer
or share registration office;
The expression ‘‘ prospectus’ has the same meaning as when
used in relation to a company incorporated under this
Act.

SECRETARIAL PRACTICE

Special Provisions as to Companies incorporated in Channel
Islands ov Isle of Man.
Obligation of 353. Where a company incorporated in the Channel Islands or the
company in- Isle of Man—
corporated in
Channel Islands (1) after the commencement of this Act establishes a, place of
Pd mi Man business in England or Scotland; or
ohra (2) has before the commencement of this Act established and
at the commencement of this Act continues to have a place
of business in England or Scotland;
all the provisions of this Act requiring documents to be forwarded
or delivered, to or filed with, the registrar of companies (other than
provisions requiring the payment of a fee in respect of the registration
of a company) shall apply to the company in like manner as if it
were a company registered in England or Scotland, as the case
may be, and if the company establishes places of business both in
England and in Scotland the said provisions shall so apply as if the
tompany were registered both in England and in Scotland:
Provided that, in the case of a company which has established
a place of business before the commencement of this Act, the time
within which documents must be forwarded or delivered to, or filed
with, the registrar shall run from the commencement of this Act.

Part XII.
RESTRICTIONS ON SALE OF SHARES AND OFFERS OF SHARES
FOR SALE.

Provigons with 354.—(1) It shall not be lawful for any person—
respect to pro- 2 . 2 ff 4S . a.
spectuses of (a) to issue, circulate or distribute in Great Britain any proog
 spectus offering for subscription shares in or debentures
subscriptions for of a company incorporated or to be incorporated outside
haves or offering Great Britain, whether the company has or has not established,
 or when formed will or will not establish, a place of
business in Great Britain unless—