Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XXV. Foreign companies

Collection:: Economics Books

FOREIGN COMPANIES 319 particulars and matters specified in sub-s. (1) of s. 355. The effect of this sub-section is substantially that the prospectus must contain all the information and statements which would be required in the case of the prospectus of an English company except the contents of the memorandum of association and in addition must contain the particulars specified in par. (a) of s. 355 (1). By analogy with s. 35 (5) it is provided by s. 354 (2) that the section shall not apply to the issue of a prospectus to existing members or debenture holders of the company; nor does it apply to an offer of shares or debentures for subscription to any person whose ordinary business or part of whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, for s. 354 (4) provides that such an offer shall not be deemed an offer to the public for the purpose of s. 354. By analogy with s. 35 (2) it is provided by s. 354 (x) that it is illegal to issue to any person in Great Britain a form of application for shares in or debentures of a foreign company or intended foreign company unless the form is issued with a prospectus which complies with Part XII of the Act. As in the case of an English company, this provision does not apply where the form of application is issued to existing members or debenture holders of the company or in con- nection with a bond fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures. In the case of an English company there is a further exception where the form of application is issued in relation to shares or debentures which are not offered to the public. This exception does not apply to foreign companies and accordingly in the case of foreign companies it is illegal to issue an application form for the purpose of getting capital privately subscribed unless it is accompanied by a prospectus. The provisions of s. 37 as to the liability of directors for statements contained in the prospectus is extended to pros- pectuses of foreign companies by s. 354 (5). Moreover any person knowingly responsible for contravention of the section, whether as regards the issue, circulation or distribution of a prospectus or the issue of an application form, is lial to a fine of £500 [s. 354 (6)]. By sub-s. (3) of s. 354 the provisions of s. 38 of the Act as to Shares for offers for sale where the shares or debentures have been allotted Sale. with a view to their being offered for sale to the public are extended to the like offers for sale of shares or debentures of a foreign company. (As to s. 38 see p. 58.)

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