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.)