# Registration of Prospectus [Section 389]
## Applicability
A prospectus offering securities of a company incorporated outside India (whether or not having place of business in India) in India.
## Conditions for Issue, Circulation, Distribution
The prospectus shall be issued, circulated and distributed only if:
### Part A: Delivery and Disclosure
- A copy of the prospectus is certified by the chairperson and 2 directors (certifying that the prospectus is approved by the resolution of the managing body) and is delivered to the ROC for registration.
- The prospectus states on its face that a copy has been delivered to the ROC.
### Part B: Annexures Required
Consent required under Section 388 (Expert Consent) and the following prescribed documents must be annexed:
1. Copy of contract of appointment of MD/Manager (if not in writing — a memorandum with full particulars must be annexed).
2. Copy of other material contracts entered into within the last 2 years, not in the ordinary course of business.
3. Copy of power of attorney (if prospectus is signed by authorised agent of directors).
4. Copy of underwriting agreement.
5. Expert consent to issue of prospectus.
## Summary Checklist for Compliance
| Step | Requirement |
|---|---|
| 1 | Prospectus certified by chairperson + 2 directors |
| 2 | Approval by managing body resolution |
| 3 | Delivery to ROC for registration |
| 4 | Face of prospectus mentions ROC delivery |
| 5 | Expert consent (Section 388) obtained |
| 6 | Required documents annexed |