Skip to content
As enacted
Contents

Part IV · Shares and Debentures Prospectus

47. Applications for and allotment of shares and debentures

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

(1)

No allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally and no proceedings shall be taken on applications made in pursuance of a prospectus so issued, until the commencement of the third day after the date on which the prospectus is first issued or such later time (if any) as may be specified in the prospectus, (hereinafter in this Act referred to as “the time of the opening of the subscription lists”).

(2)

The reference in subsection (1) to the day on which the prospectus is first issued generally shall be construed as referring to the date on which it is first issued as a newspaper advertisement :

Provided that, if it is not issued as a newspaper advertisement before the third day after the date on which it is first issued in any other manner, the said reference shall be construed as referring to the date on which it is first so issued in such manner.

(3)

The validity of an allotment shall not be affected by any contravention of the preceding provisions of this section but, in the event of any such contravention—

(a)

the company shall be guilty of an offence and be liable on conviction to a fine not exceeding two hundred thousand rupees; and

(b)

every officer of the company who is in default shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees.

(4)

In the application of this section to a prospectus offering shares or debentures for sale, the preceding subsections shall have effect with the substitution for a reference to allotment of a reference to sale and for the reference to the company and every officer of the company who is in default, of a reference to any person by or through whom the offer is made and who knowingly and willfully authorises or permits the contravention.

(5)

An application for shares in or debentures of a company which is made in pursuance of a prospectus issued generally, shall not be revocable until after the expiration of the third day from the date of the opening of the subscription lists, or the giving before the expiration of the said third day, by some person responsible under the provisions of section 41

for the prospectus, of a public notice having the effect under that section of excluding or limiting the responsibility of the person giving it.

(6)

In determining for the purposes of this section the third day after any day, any intervening day which is a bank holiday or a public holiday shall be disregarded and where the third day as so determined is itself a bank or a public holiday, there shall for the said purposes be substituted the first day thereafter which is not a bank holiday or a public holiday.

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