Skip to content
As enacted
Contents

Part IV · Shares and Debentures Prospectus

40. Registration of prospectus

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

No prospectus shall be issued by or on behalf of a company or in relation to a company to be formed, unless on or before the date of its publication, there has been delivered to the Registrar for registration a copy of such prospectus signed by every person who is named in such prospectus as a director or proposed director of the company, or by his agent authorised in writing, and having endorsed thereon or attached thereto—

(a)

written consent from an expert to the issue of the prospectus as required by section 38 ;

(b)

a declaration made and subscribed to by every person who is named in such prospectus as a director or a proposed director of the company, to the effect that he has read the provisions of this Act relating to the issue of a prospectus and that those provisions have been complied with ; and

(c)

in the case of prospectus issued generally, where the persons making any report required by Part II of the

Fourth Schedule hereto have made or have without giving the reasons, indicated in such prospectus any such adjustments as are mentioned in paragraph 30

of that Schedule, and a written statement signed by such person setting out the adjustments and giving the reasons therefor.

(2)

Every prospectus shall on the face of it—

(a)

state that a copy has been delivered for registration as required by this section ; and

(b)

set out or refer to statements included in the prospectus which specify any documents required by this section to be endorsed on or attached to the copy so delivered.

(3)

The Registrar shall not register a prospectus—

(a)

unless the copy thereof is signed in the manner required by this section ;

(b)

unless it has endorsed thereon or attached thereto the dosuments (if any) specified as aforesaid ;

(c)

unless it bears the date of the delivery of the copy thereof to the Registrar under this section, or it bears a future date to be inserted in such prospectus under the provisions of section 36 ; and

(d)

where it bears a future date as hereinbefore provided, unless that date has been confirmed or altered by notice served on the Registrar.

(4)

Where a prsopectus is issued without a copy thereof being delivered under this section to the Registrar or without a copy so delivered having been endorsed thereon or attached thereto the required documents referred to in subsection (1), the company and every person who is knowingly a party to the issue of the prospectus, shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees.

Part V

Shareholders and Their Rights and Obligations

Part VI

Registration of Charges Registration of Charges with Registrar

Part VII

Management and Administration Registered Office

Part VIII

Amalgamations

Part IX

Compromises with Creditors

Part X

Approval of Arrangements, Amalgamations, and Compromises by Court

Part XI

Provisions Relating to Offshore Companies

Part XII

Winding Up

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules