PROSPECTUS AND ALLOTMENT 45
The prospectus, if 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 particulars required under s. 35 (1) and the fourth schedule
to the Act and any clause purporting to waive compliance
with the section is void. To be within this section the
prospectus must be issued. The question of what amounts
to an issue of the prospectus is sometimes a difficult question
of fact; semble the document must at least have been shown
to some person as a member of the public. [Nash v. Lynde
(1929), A.C. 158.] The preparation of the prospectus requires
great care, not only to ensure that it complies with s. 35, but
also to see that the statements therein are accurate as under
s. 37, directors, promoters and any persons who authorise
the issue of the prospectus, are liable, even in the absence of
fraud, to compensate any subscriber for shares or debentures
who is damaged by any untrue statement therein unless they
can establish one of the defences indicated in the section.

The particulars required are considerably more extensive
than they were under the Act of 1908.

2. The prospectus must be dated, the date being primd facie
the date of publication, and a copy of it, signed by every
director or proposed director named therein, or by his agent
authorised in writing, must be delivered for registration to
the Registrar. It may then be issued. It must state on
the face of it that a copy has been delivered for registration
to the Registrar (s. 34).

3. No person must be named as a director, or proposed
director in the prospectus (whether the prospectus is issued by
or on behalf of a company already formed or in relation to an
intended company) unless before the publication thereof
he has, by himself or his agent authorised in writing, signed
and delivered to the Registrar for filing (1) a consent to act
and (2) an undertaking in writing to take from the company
and pay for his qualification shares, if any. This undertaking
will not, however, be required if before the publication of
the prospectus he has by himself or his agent authorised
in writing signed the memorandum for a number of shares,
not less than his qualification, or taken from the company
and paid or agreed to pay for his qualification shares or
made and delivered to the Registrar for registration a statutory
declaration that a number of shares, not less than his quali
fication, are registered in his name [s. 140 (1)].

4. The object of ss. 85 and 87 of the Companies (Consolida- Minimum
tion) Act, 1008 in requiring in the cases of public companies a Subscription.