Section 26 The Companies Act, 2013

(1) Every prospectus issued by or on behalf of a public company either with reference to its formation or subsequently, or by or on behalf of any person who is or has been engaged or interested in the formation of a public company, shall be dated and signed and shall ¹[state such information and set out such reports on financial information as may be specified by the Securities and Exchange Board in consultation with the Central Government:

Provided that until the Securities and Exchange Board specifies the information and reports on financial information under this sub-section, the regulations made by the Securities and Exchange Board under the Securities and Exchange Board of India Act, 1992, in respect of such financial information or reports on financial information shall apply.]–

(a) ²[Omitted]

(b) ³[Omitted]

(c) make a declaration about the compliance of the provisions of this Act and a statement to the effect that nothing in the prospectus is contrary to the provisions of this Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations made thereunder; and

(d) ⁴[Omitted]

(2) Nothing in sub-section (1) shall apply—

(a) to the issue to existing members or debenture-holders of a company, of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant has a right to renounce the shares or not under sub-clause (ii) of clause (a) of sub-section (1) of section 62 in favour of any other person; or

(b) to the issue of a prospectus or form of application relating to shares or debentures which are, or are to be, in all respects uniform with shares or debentures previously issued and for the time being dealt in or quoted on a recognised stock exchange.

(3) Subject to sub-section (2), the provisions of sub-section (1) shall apply to a prospectus or a form of application, whether issued on or with reference to the formation of a company or subsequently.

Explanation.—The date indicated in the prospectus shall be deemed to be the date of its publication.

(4) No prospectus shall be issued by or on behalf of a company or in relation to an intended company unless on or before the date of its publication, there has been delivered to the Registrar for ⁵[filing], a copy thereof signed by every person who is named therein as a director or proposed director of the company or by his duly authorised attorney.

(5) A prospectus issued under sub-section (1) shall not include a statement purporting to be made by an expertunless the expertis a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the prospectus and has not withdrawn such consent before the delivery of a copy of the prospectus to the Registrar for ⁵[filing] and a statement to that effect shall be included in the prospectus.

(6) Every prospectus issued under sub-section (1) shall, on the face of it,—

(a) state that a copy has been delivered for ⁵[filing] to the Registrar as required under sub-section (4); and

(b) specify any documents required by this section to be attached to the copy so delivered or refer to statements included in the prospectus which specify these documents.

⁶[Omitted].

(8) No prospectus shall be valid if it is issued more than ninety days after the date on which a copy thereof is delivered to the Registrar under sub-section (4).

(9) If a prospectus is issued in contravention of the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and every person who is knowingly a party to the issue of such prospectus shall be punishable ⁷[Omitted] with fine which shall not be less than fifty thousand rupees but which may extend to ⁸[three lakh rupee].

Amendment

^1. Inserted by The Companies (Amendment)Act, 2017 – Effective From 7th May 2018

^2. Omitted by the Companies (Amendment )Act, 2017 – Original Omitted Content – Effective From 7th May 2018

^3. Omitted by the Companies (Amendment )Act, 2017 – Original Omitted Content – Effective From 7th May 2018

^4. Omitted by the Companies (Amendment )Act, 2017- Effective From 7th May 2018

Original Omitted Content :- state such other matters and set out such other reports, as may be prescribed.

^5. Substituted by The Companies (Amendment)Act, 2019 – Effective From 15th August 2019 [Companies (Amendment) Second Ordinance 2019 is repealed on 31st July 2019] in sub-sections (4), (5) and (6), for the word, registration the following word shall be substituted namely, filing.

^6. Omitted by The Companies (Amendment)Act, 2019 – Effective From 15th August 2019 [Companies (Amendment) Second Ordinance 2019 is repealed on 31st July 2019]

Original Omitted Content :-

“(7) The Registrar shall not register a prospectus unless the requirements of this section with respect to its registration are complied with and the prospectus is accompanied by the consent in writing of all the persons named in the prospectus”

^7. Omitted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 21st December 2020

Original Omitted Content :-

“with imprisonment for a term which may extend to three years or”

^8. Substituted by the Companies (Amendment) Act, 2020. Notification dated 28th September, 2020 Amendment Effective from 21st December 2020

in sub-section (9) for the words,

three lakh rupees, or with both

the following shall be substituted namely,

three lakh rupees