Filing of

prospectus.

3 Edw. 7 c. 19 S. NO.

Specific re-

quirements us to pac-

iculars of prospectus. Ms. St.

478

Prospectus.

81-(1) Every prospectus issued by or on behalf of a company or in relation to any intended company shall be dated, and that date shall, unless the contrary be proved. be taken as the date of publication of the prospectus.

(2) A copy of every such prospectus signed by every person who is named therein as a director or proposed di- rector of the company, or by his agent authorised in writing. shall be filed for registration with the registrar of compa nies on or before the date of its publication, and no such prospectus shall be issued until a copy thereof has been so filed for registration.

(3) The registrar shall not register any prospectus unless it is dated, and the copy thereof signed, in manner | A- quired by this section.

(4) Every prospectus shall state on the face of it that a copy has been filed for registration as required by this see-

riou.

(5) If a prospectus is issued without a copy thereof being so filed, the company, and every person who is knowingly a party to the issue of the prospectus, shall be liable to a

· fine not exceeding fifty dollars for every day from the date of the issue of the prospectus until a copy thereof is so filed.

82.-(1) Every prospectus 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-

(a) the contents of the memorandum, with the names descriptions, and addresses of the signatories, and the number of shares subscribed for by them respectively; and the number of founders or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company; and (b) the number of shares, if any, fixed by the articles as the qualification of a director, and auy provision in the articles as to the remuneration of the directors; and

(c) the names, descriptions, and addresses of the

directors or proposed directors: and (d) the minimum subscription on which the directors may proceed to allotment, and the amount payable on application and allotment on each share; and in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years, and the amount actually allotted, and the amount, if any, paid on the shares so allotted ; and (e) the number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or deben- tures have been issued or are proposed or in- tended to be issued; and

(f) the names and addresses of the vendors of any property purchased or acquired by the company, or proposed so to be purchased or ae- quired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or the purchase or acquisition of which has not been completed at the date of issue of the prospectus, and the amount payable in cash, shares, or debentures to the vendor, and where there is more than one separate vendor, or the company is a sub- purchaser, the amount So payable to each vendor: Provided that, where the vendors or any of them are a firm the members of the firm shall not be treated as separate vendors; and g) the amount (if any) paid or payable as purchase money in cash, shares, or debentures, for any such property as aforesaid, specifying the amount (if any) payable for goodwill; and

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