valid as on 22/05/2024

Section 389. Registration of prospectus
Effective from 01-04-2014

No person shall issue, circulate or distribute in India any offering for subscription in of a  incorporated or to be incorporated outside India, whether the company has or has not established, or when formed will or will not establish, a place of business in India, unless before the issue, circulation or distribution of the prospectus in India, a copy thereof certified by the chairperson of the company and two other  of the company as having been approved by resolution of the managing body has been delivered for registration to the and the prospectus states on the face of it that a copy has been so delivered, and there is endorsed on or attached to the copy, any consent to the issue of the prospectus required by section 388 and such

Exempted for (a) foreign companies and (b) companies incorporated or to be incorporated outside India, whether the company has or has not established, or when formed may or may not establish, a place of business in India vide S.O.3156(E) Exemption Notification dated August 5,2021. To view the notification Click Here
2(70) Prospectus means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate
2(81) Securities means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956)
2(20) Company means a company incorporated under this Act or under any previous company law
2(34) Director means a director appointed to the Board of a company
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
Refer rule 11 of Companies (Registration of Foreign Companies) Rules,2014. To view the rule,Click Here

22.1.11-Companies (Registration of Foreign Companies) Rules,2014

11. Documents to be annexed to prospectus.-

The following documents shall be annexed to the prospectus, namely:-

(a) any consent to the issue of the prospectus required from any person as an expert;

(b) a copy of contracts for appointment of managing director or manager and in case
of a contract not reduced into writing, a memorandum giving full particulars thereof;

(c) a copy of any other material contracts, not entered in the ordinary course of business, but entered within preceding two years;

(d) a copy of underwriting agreement; and

(e) a copy of power of attorney, if prospectus is signed through duly authorized agent
of directors.

Enforcement Notification S.O. 902(E) dated 26/03/2014

S.O. 3156(E) Exemption Notification dated 05.08.2021

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