Section 389 of Companies Act, 2013 – Registration of prospectus

  • Updated Till : April 13, 2021


[Effective from 1st April, 2014]

No person shall issue, circulate or distribute in India any prospectus offering for subscription in securities of a company 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 directors of the company as having been approved by resolution of the managing body has been delivered for registration to the Registrar 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 documents as may be prescribed.

Applicable Rules

Companies (Registration of Foreign Companies) Rules, 2014

[Effective from 1st April, 2014]

Rule 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.



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