Section 389 of the Companies Act, 2013
Section 389 of the Companies Act, 2013
"Registration of prospectus"
Section 389 deals with the requirement for filing a prospectus with the Registrar of Companies (RoC) before it is issued to the public.
📘 Bare Act Language:
No prospectus shall be issued by or on behalf of a company or in relation to an intended company unless:
A copy thereof has been delivered to the Registrar for registration,
On or before the date of its publication,
Signed by every person named in the prospectus as a director or proposed director of the company, or by his agent authorized in writing.
🔍 Key Points:
Mandatory Filing:
Before any public issue of a prospectus, it must be filed with the Registrar.
Signed Prospectus:
It must be signed by all directors (or proposed directors), or their authorized agents.
Legal Consequence:
If a company issues a prospectus without registering it under Section 389, it is considered a violation and may attract penalties or legal consequences.
📝 Related Sections:
Section 23 – Public offer and private placement
Section 26 – Matters to be stated in prospectus
Section 388 – Provisions applicable to foreign companies issuing a prospectus
Section 391 – Application of provisions to foreign companies
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