Secretarial practice

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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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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter VI. Prospectus and allotment

Collection:: Economics Books

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.

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