318 SECRETARIAL PRACTICE

Holding
Land.

Registration
of Charges.

Prospectuses.

documents and particulars must be filed at the Registration
Office in both countries [s. 350(1)].

If any company to which Part XI applies ceases to have
a place of business in either England or Scotland, it shall
forthwith give notice of the fact to the Registrar of Companies
for England or Scotland as the case may be and as from the
date on which such notice is given the obligation of the
company to file a document with such Registrar will cease
I's. 350 (2)].

Companies incorporated in a British possession which have
complied with s. 344 and any company registered in Northern
Ireland have the same power of holding lands in the United
Kingdom [s. 14] as a company incorporated under the Act
[s. 345 and Government of Ireland (Companies, Societies
etc.) Order 1922, para. 7 (f)]. Other foreign companies are
subject to the provisions of the Mortmain Acts.

Under ss. go and 91 particulars of certain charges on
property in England created, or subsisting on property in
England acquired, by a foreign company must be duly
registered. The effect of these sections has been considered on
PP. 199 ef seq.

The provisions summarised above apply only to companies
establishing a place of business in Great Britain. There are
however several provisions of the Act which apply to all
foreign companies whether or not they have established
a place of business in Great Britain.

Under s. 354 it is illegal to issue, circulate or distribute in
Great Britain any prospectus offering for subscription shares
or debentures of a foreign company incorporated or to be
incorporated outside Great Britain (whether or not such
company has or when formed will have a place of business in
Great Britain) unless before the issue, circulation or dis-
tribution the following conditions have been complied with: —

1. A copy thereof certified by the chairman and two other

directors of the company as having been approved by a
resolution of the managing body of the company
has been delivered to the Registrar for registration.

The prospectus states on the face of it that the copy
has been so delivered.

3. The prospectus is dated.

4. The prospectus otherwise conforms with Part XII of

the Act.

The first three conditions speak for themselves. To comply
with the fourth condition the prospectus must contain the

2.