320 SECRETARIAL PRACTICE 
S. 38 only applies where the original allotment or agreement 
to allot was made with a view to an offer for sale and does 
not apply where shares offered were not allotted or agreed 
to be allotted with a view to an offer for sale to the public. 
Offers for sale which are outside s. 38 are however, it is 
believed, covered by s. 356 under which house-to-house 
canvassing is prohibited and the making of 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 agent) of any 
shares or debentures is except in certain specified cases 
illegal unless the offer is accompanied either by such a state- 
ment in writing as is mentioned in the section or by a pros- 
pectus complying with Part XII of the Act. The effect of 
this section is considered on p. 59. Moreover apart from 
s. 350 it would appear that offers for sale of shares or deben- 
tures not originally allotted or agreed to be allotted with a 
view to such offer must, if an application form is sent with 
the offer, be issued with a prospectus complying with Part 
XII of the Act. (See s. 354 (1) (b) and observations on 
s. 35 (3) at p. 59 supra.) i 
Winding Up. Having regard to the definition of an unregistered company 
in s. 337 any foreign company can be wound up by the 
Court unless it was incorporated in Northern Ireland and 
had its principal place of business there and did not have a 
principal place of business in either England or Scotland 
[see ss. 337 and 338 (1)]. Moreover, under s. 338 (2), every 
foreign company which has been carrying on business in 
Great Britain but ceases to do so may be wound up as an 
unregistered company, notwithstanding that it has been 
dissolved or otherwise ceased to exist as a company under 
or by virture of the laws of the country under which it was 
incorporated.