Tv 
SECRETARIAL PRACTICE 
2. Where a company does not issue a prospectus on or with 
reference to its formation, or where it has issued such a 
prospectus, but has not proceeded to allot any of the shares 
offered to the public for subscription the statement in lieu 
must be filed before any allotment of shares or debentures 
can be made [s. 40 (1)], or the allotment may be void [ Jubilee 
Cotton Mills (1924), A.C. 958]. But if the statement is filed 
but is incorrect, a subsequent allotment is not invalid [Blair 
Open Hearth Furnace Co. (1914), 1 Ch. 390]. 
It would seem that a statement in lieu of prospectus must 
be filed though the company on its formation agree to allot 
shares with a view to the same being offered for sale and the 
offer for sale is filed pursuant to s. 38; for although the offer 
for sale is for all purposes to be deemed a prospectus issued by 
the company, it is an offer of shares for purchase, not for 
subscription and the offer for sale can hardly be said to be a 
prospectus issued by the company on or with reference to its 
formation. 
3. Every director must, unless he has already done so, pay 
to the company on each of the shares taken or contracted to 
be taken by him, and for which he is liable to pay in cash, an 
amount equal to the amount per share payable on application 
and allotment on the shares payable in cash [s. 94 (2)]. 
4. A statutory declaration [Form 444, Companies (Forms) 
Order, 1929], similar in most respects to that which must be 
filed by a company making a public issue, but with the 
necessary differences, must be filed with the Registrar, who 
will then issue his certificate entitling the company to com- 
mence business. 
It should be noted that under the Act of 1929 in the case 
of a company which does not invite public subscriptions a 
minimum subscription is not a condition precedent to ob- 
taining a certificate that the company is entitled to commence 
business. 
In this case also contracts made by the company before the 
date at which it becomes entitled to commence business are 
provisional only, but become binding on that date. 
Contracts referred to in a prospectus or statement in lieu 
of prospectus cannot be varied prior to the statutory meeting 
(s. 113) except subject to the approval of that meeting (s. 36). 
Restrictions ~~ There are very stringent provisions of the Act as to first 
as to allotments. S. 39 (4) provides that, in the case of a company 
Allotment.  13king an initial public issue of shares, if the minimum 
subscription has not been subscribed, and the application 
money received, within forty days from the first issue of the 
prospectus (i.e. primd facie the date of the prospectus) all the