## Prospectus Issued by a Foreign Company in India
When a company incorporated outside India wants to invite Indian investors via a prospectus, three sections work together:
### Section 387 – Disclosures required
A prospectus by a foreign company must contain everything Section 26 requires of an Indian-company prospectus PLUS additional disclosures:
Normal (Section 26) disclosures, PLUS the prospectus must:
1. Be dated.
2. Be signed.
3. State the enactment under which the company is registered.
Additional disclosures unique to a foreign company:
- Name of the country of incorporation and date of incorporation.
- Particulars of the document defining the constitution of the company (e.g., its charter/memorandum).
- Address of the registered office outside India.
- Address of the place of business in India.
- The place in India where these documents can be inspected.
### Section 388 – Expert's written consent
If the prospectus contains a statement made by an expert (whether by way of report, reference or direct statement), the company must obtain the expert's written consent before issuing the prospectus.
> Important: The company cannot use the expert's statement unless the consent is in writing and is given before the prospectus is registered.
### Section 389 – Registration of the prospectus with the Registrar
A foreign company that wants to issue/circulate/distribute a prospectus in India must register it with the Registrar. Conditions:
(a) The prospectus must be signed by at least 2 directors AND a chairperson.
(b) The following documents must be annexed:
i. The expert's written consent (Sec. 388).
ii. A copy of the power of attorney if the prospectus is signed by an agent in place of a director.
iii. A copy of the contract with the Managing Director / Manager.
iv. The underwriting agreement.
v. Any other material contract.