Companies Act 2007 · As enacted · 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.
Official translationFrom Department of Government Printing, unchanged
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—
written consent from an expert to the issue of the prospectus as required by section 38 ;
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
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.
Every prospectus shall on the face of it—
state that a copy has been delivered for registration as required by this section ; and
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.
The Registrar shall not register a prospectus—
unless the copy thereof is signed in the manner required by this section ;
unless it has endorsed thereon or attached thereto the dosuments (if any) specified as aforesaid ;
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
where it bears a future date as hereinbefore provided, unless that date has been confirmed or altered by notice served on the Registrar.
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