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.