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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 accus- 
tomed 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 pro- 
og 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 estab- 
lished, or when formed will or will not establish, a place of 
business in Great Britain unless—