Section 25 Document containing offer of securities for sale to be deemed prospectus – Companies Act 2013

Amended and updated notes on section 25 of Companies Act 2013. Provisions for document containing offer of securities for sale to be deemed prospectus.

Amended and updated notes on section 25 of Companies Act 2013. Detail discussion on provisions and rules related to document containing offer of securities for sale to be deemed prospectus.

Chapter III (Sections 2342) of the Companies Act, 2013 (CA 2013) deals with the provisions related to prospectus and allotment of securities. Section 25 of CA 2013 provides for document containing offer of securities for sale to be deemed prospectus.

Recently, we have discussed in detail section 24 (Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.) of CA 2013. Today, we learn the provisions of section 25 of Companies Act 2013.

Section 25 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 2754(E) issued dated 12.09.2013. This notification was come into force from 12th September, 2013 i.e. the commencement date of section 25 is 12-9-2013.

Name of ActThe Companies Act 2013
Enacted byParliament of India
Administered byMinistry of Corporate Affairs (MCA)
Number of Chapters29
Number of Sections484 (470-43+57)
Number of Schedules7
You are reading:
Chapter No.III
Chapter NameProspectus and Allotment of Securities
Section No.25
Section NameDocument containing offer of securities for sale to be deemed prospectus
Monthly Updated EditionCompany Law PDF

Section 25 of Companies Act 2013: Document containing offer of securities for sale to be deemed prospectus

Section 25 shall come into force on 12th September, 2013 vide Notification No. S.O. 2754(E) dated 12.09.2013 except sub-section (3) which shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.

(1) Where a company allots or agrees to allot any securities of the company with a view to all or any of those securities being offered for sale to the public, any document by which the offer for sale to the public is made shall, for all purposes, be deemed to be a prospectus issued by the company; and all enactments and rules of law as to the contents of prospectus and as to liability in respect of misstatements, in and omissions from, prospectus, or otherwise relating to prospectus, shall apply with the modifications specified in subsections (3) and (4) and shall have effect accordingly, as if the securities had been offered to the public for subscription and as if persons accepting the offer in respect of any securities were subscribers for those securities, but without prejudice to the liability, if any, of the persons by whom the offer is made in respect of misstatements contained in the document or otherwise in respect thereof.

(2) For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, securities was made with a view to the securities being offered for sale to the public if it is shown—

  • (a) that an offer of the securities or of any of them for sale to the public was made within six months after the allotment or agreement to allot; or
  • (b) that at the date when the offer was made, the whole consideration to be received by the company in respect of the securities had not been received by it.

(3) Section 26 as applied by this section shall have effect as if —

  • (i) it required a prospectus to state in addition to the matters required by that section to be stated in a prospectus—
    • (a) the net amount of the consideration received or to be received by the company in respect of the securities to which the offer relates; and
    • (b) the time and place at which the contract where under the said securities have been or are to be allotted may be inspected;
  • (ii) the persons making the offer were persons named in a prospectus as directors of a company.

(4) Where a person making an offer to which this section relates is a company or a firm, it shall be sufficient if the document referred to in sub-section (1) is signed on behalf of the company or firm by two directors of the company or by not less than one-half of the partners in the firm, as the case may be.


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