OFFERS FOR SALE AND KINDRED MATTERS 59
the allotment or agreement to allot, or that at the date
when the offer is made the whole consideration to be
received by the company for the shares or debentures
has not been so received, is primd facie evidence that
the allotment or agreement to allot was made with a
view to an offer for sale to the public. Of course if the allot-
ment was in fact made with a view to the shares or debentures
being offered to the public the section will apply to the offer,
even though it is made more than six months after allotment
and after the whole consideration has been received by the
company. Under s. 38 (3) the copy of the offer for sale which
is delivered to the Registrar for filing pursuant to s. 34, must
be signed by the persons making the offer. S. 38 (4) contains
special provisions as to the signature of the offer for sale
where the offer is made by a company or firm. Having
regard to s. 34 the copy of the offer for sale to be delivered
for registration must in all cases also be signed by every
director or proposed director of the company.

It is not quite clear whether s. 35 (3), which prohibits the
issue of application forms without a prospectus complying
with s. 35 applies to application forms accompanying offers
for sale, but the language of the sub-section appears wide
enough to cover such forms of application.

S. 38 only applies to offers for sales of shares by a company
as defined by s. 380 (see supra p. 1), where the original allot-
ment or agreement to allot was made with a view to an offer
for sale to the public. It does not apply where the shares
offered were not allotted or agreed to be allotted with a view
to an offer for sale to the public. It would appear, however,
that in such a case if the offer is made to the public it must be
accompanied by a prospectus where the offer is issued with a
form of application; for under s. 35 (3) as regards companies
within the meaning of the Act it is unlawful to issue a form
of application for shares unless the form is issued with a
prospectus complying with s. 35.

Offers to individuals are not affected by any of the sections
mentioned above, but by s. 356 (1) house-to-house canvassing
is entirely prohibited. This sub-section presumably only
applies where the offer is made verbally. Moreover, ‘house’
in this sub-section does not include an office used for business
purposes.

Offers in writing are dealt with by s. 356 (2) which provides
that except in certain cases ‘it shall not be lawful to make 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