320 SECRETARIAL PRACTICE
S. 38 only applies where the original allotment or agreement
to allot was made with a view to an offer for sale and does
not apply where shares offered were not allotted or agreed
to be allotted with a view to an offer for sale to the public.
Offers for sale which are outside s. 38 are however, it is
believed, covered by s. 356 under which house-to-house
canvassing is prohibited and the making of 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 agent) of any
shares or debentures is except in certain specified cases
illegal unless the offer is accompanied either by such a state-
ment in writing as is mentioned in the section or by a pros-
pectus complying with Part XII of the Act. The effect of
this section is considered on p. 59. Moreover apart from
s. 350 it would appear that offers for sale of shares or deben-
tures not originally allotted or agreed to be allotted with a
view to such offer must, if an application form is sent with
the offer, be issued with a prospectus complying with Part
XII of the Act. (See s. 354 (1) (b) and observations on
s. 35 (3) at p. 59 supra.) i

Winding Up. Having regard to the definition of an unregistered company
in s. 337 any foreign company can be wound up by the
Court unless it was incorporated in Northern Ireland and
had its principal place of business there and did not have a
principal place of business in either England or Scotland
[see ss. 337 and 338 (1)]. Moreover, under s. 338 (2), every
foreign company which has been carrying on business in
Great Britain but ceases to do so may be wound up as an
unregistered company, notwithstanding that it has been
dissolved or otherwise ceased to exist as a company under
or by virture of the laws of the country under which it was
incorporated.