Companies Act 1985

[F181 Restriction on public offers by private company. E+W+S

(1)A private limited company (other than a company limited by guarantee and not having a share capital) commits an offence if it—

(a)offers to the public (whether for cash or otherwise) any shares in or debentures of the company; or

(b)allots or agrees to allot (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public (within the meaning given to that expression by [F2sections 58 and 742A] ).

(2)A company guilty of an offence under this section, and any officer of it who is in default, is liable to a fine.

(3)Nothing in this section affects the validity of any allotment or sale of shares or debentures, or of any agreement to allot or sell shares or debentures.]