Section 26 — Matters to be stated in prospectus

(1) Every prospectus issued by or on behalf of a public
company either with reference to its formation or subsequently, or by or on behalf of any person who is or
has been engaged or interested in the formation of a public company, shall be dated and signed and shall,
1[state such information and set out such reports on financial information as may be specified by the
Securities and Exchange Board in consultation with the Central Government:
Provided that until the Securities and Exchange Board specifies the information and reports on financial
information under this sub-section, the regulations made by the Securities and Exchange Board unde r the

1. Ins. by Act 1 of 2018, s. 8 (w.e.f. 7-5-2018).

Securities and Exchange Board of India Act, 1992 (15 of 1992), in respect of such financial information or
reports on financial information shall apply]; —
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(c) make a declaration about the compliance of the provisions of this Act an d a statement to the
effect that nothing in the prospectus is contrary to the provisions of this Act, the Securities Contracts
(Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15
of 1992) and the rules and regulations made thereunder; and
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(2) Nothing in sub-section (1) shall 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 compa ny, whether an applicant has a right to
renounce the shares or not under sub-clause (ii) of clause (a) of sub-section (1) of section 62 in favour
of any other person; 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
dealt in or quoted on a recognised stock exchange.
(3) Subject to sub-section (2), the provisions of sub-section (1) shall apply to a prospectus or a form of
application, whether issued on or with reference to the formation of a company or subsequently.
Explanation.—The date indicated in the prospectus shall be deemed to be the date of its publication.
(4) No prospectus shall be issued by or on behalf of a company or in relation to an intended company
unless on or before the date of its publication, there has been delivered to the Registrar for 2[filing], a copy
thereof signed by every person who is named there in as a director or proposed director of the company or
by his duly authorised attorney.
(5) A prospectus issued under sub -section (1) shall not include a statement purporting to be made by
an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation
or promotion or management, of the company and has given his written consent to the issue of the
prospectus and has not withdrawn such consent before the delivery of a copy of the prospectus to the
Registrar for 1[filing] and a statement to that effect shall be included in the prospectus.
(6) Every prospectus issued under sub-section (1) shall, on the face of it,—
(a) state that a copy has been delivered for 1[filing] to t he Registrar as required under
sub-section (4); and
(b) specify any documents required by this section to be attached to the copy so delivered or refer
to statements included in the prospectus which specify these documents.
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(8) No prospectus shall be valid if it is issued mo re than ninety days after the date on which a copy
thereof is delivered to the Registrar under sub-section (4).
(9) If a prospectus is issued in contravention of the provisions of this section, the company shall be
punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh
rupees and every person who is knowingly a party to the issue of such prospectus shall be punishable 4***
with fine which shall not be less than fifty thousand rupees but which may extend to 5[three lakh rupees].

1. Clauses (a), (b) and (d) omitted by Act 1 of 2018, s. 8 (w.e.f. 7-5-2018).
2. Subs. by Act 22 of 2019, s. 6, for “registration” (w.e.f. 15-8-2019).
3. Sub-section (7) omitted by s. 6, ibid. (w.e.f. 15-8-2019).
4. The words “with imprisonment for a term which may extend to three years or” omitted by Act 29 of 2020, s. 6 (w.e.f. 21-12-
2020).
5. Subs. by s. 6, ibid., for “three lakh rupees, or with both” (w.e.f. 21-12-2020).