Companies Act 2007 · As enacted · Part XVIII · Overseas Companies
500. Dating of prospectus and particulars to be contained therein
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
It shall not be lawful for any person to issue, circulate, or distribute in Sri Lanka any prospectus offering for subscription any shares in or debentures of a company, incorporated or to be incorporated outside Sri Lanka, whether the company has or has not established or when formed will or will not establish a place of business in Sri Lanka, unless the prospectus is dated and—
contains particulars with respect to the following matters :—
the instrument constituting or defining the constitution of the company ;
the enactments or provisions having the force of an enactment, by or under which the incorporation of the company was effected ;
an address in Sri Lanka where the said instrument, enactments, or provisions or copies thereof and if the same are in a language other than the official language of
Sri Lanka or in English, a translation thereof in a language specified by the Registrar and certified in the prescribed manner, can be inspected ;
the date on which and the country in which the company was incorporated ;
whether the company has established a place of business in Sri Lanka and, if so, the address of its principal office in Sri Lanka ;
states the matters specified in Part I of the Fourth
Schedule hereto, and subject to the provisions contained in Part III, sets out the reports specified in
Part II, of that Schedule :
Provided that the provisions of subparagraphs (i), (ii) and (iii) of paragraph (a) shall not apply in the case of a prospectus issued more than two years from the date on which the company is entitled to commence business, and in the application of Part I of the Fourth Schedule hereto for the purposes of this subsection, paragraph 3 of Part I of such Schedule shall have effect with the substitution for the reference to the articles, of a reference to the constitution, of the company.
Any condition requiring or binding an applicant for shares or debentures, to waive compliance with any requirements imposed by virtue of paragraph (a) or paragraph (b) of subsection (1), or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void.
It shall not be lawful for any person to issue to any person in Sri Lanka a form of application for shares in or debentures of such a company or intended company as is referred to in subsection (1), unless the form is issued with a prospectus which complies with this Part and the issue thereof in Sri Lanka, does not contravene the provisions of subsection (1) of section 501 :
Provided that the provisions of this subsection shall not apply, where it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.
In the event of non-compliance with or contravention of any of the requirements imposed by paragraphs (a) and (b)
of subsection (1), a director or other person responsible for the issue of the prospectus shall not incur any liability by reason of such non-compliance or contravention, where—
as regards any matter not disclosed, he proves he was not cognizant thereof ;
he proves that such non-compliance or contravention arose from a bona fide mistake of fact on his part ; or
such non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of that court having regard to all the circumstances of the case, reasonably to be excused :
Provided that, in the event of failure to include in a prospectus a statement with respect to the matters contained in paragraph 17 of the Fourth Schedule hereto, no director or other person shall incur any liability in respect of the failure, unless it be proved that he had knowledge of the matters not disclosed.
The provisions of this section—
shall not apply 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 for shares or debentures has or does not have a right to renounce in favour of other persons ; and
except in so far as it requires a prospectus to be dated, shall not apply to the issue of a prospectus relating to shares or debentures which are or are to be in all respects, uniform with the shares or debentures previously issued, but, subject as aforesaid, the provisions of this section shall apply to a prospectus or form of application whether issued on or with reference to, the formation of a company or subsequently.
Nothing in this section shall limit or diminish any liability which any person may incur under the provisions of this Act, other than this section.
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