F1C3F2Part III Capital Issues
Ss. 56-79 repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16 and the repeal being partly in force, as to which see individual sections.
Pt. III (ss. 56-79): functions transferred from the Secretary of State to the Treasury (7.6.1992) by S.I. 1992/1315, arts. 2(3)(4), 6.
C2Chapter I Issues by Companies Registered, or to be Registered, in Great Britain
Pt. III Ch. I (ss.56–71) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.
The prospectus
56 Matters to be stated, and reports to be set out, in prospectus.
C11
Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must comply—
a
with Part I of Schedule 3 to this Act, as respects the matters to be stated in the prospectus, and
b
with Part II of that Schedule, as respects the reports to be set out.
2
It is unlawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section.
3
Subsection (2) does not apply if it is shown that the form of application was issued either—
a
in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures, or
b
in relation to shares or debentures which were not offered to the public.
4
If a person acts in contravention of subsection (2), he is liable to a fine.
5
This section does not apply—
a
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 will or will not have the right to renounce in favour of other persons, or
b
to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange;
but subject to this, it applies to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently.
Pt. III (ss. 56-79) repealed by Financial Services Act 1986 (c. 60, SIF 69), ss. 211(1), 212(3), Sch. 17 Pt. I (the repeal coming into force as mentioned in S.I. 1986/2246, art. 5, Sch. 4, S.I. 1988/740, arts. 2-7, Sch. (as amended by S.I 1988/1960, arts. 2-4 and by S.I. 1988/2285, arts. 2-6) and S.I. 1995/1538, art. 2 and otherwise prosp.)