# Prospectus of a Foreign Company — Section 387
## The rule — Section 387(1)
No person shall issue, circulate or distribute in India any prospectus offering to subscribe for securities of a company incorporated outside India, unless the prospectus is dated and signed and contains the particulars below.
## Part (a) — Specific particulars about the foreign company
| # | Particular |
|---|---|
| (i) | The instrument constituting or defining the constitution of the company |
| (ii) | The enactment under which the company was incorporated |
| (iii) | Address in India where the said instrument/enactment (or copies, with certified English translation if not in English) can be inspected |
| (iv) | The date and country of incorporation |
| (v) | Whether the company has established a place of business in India, and if so, the address of its principal office in India |
## Part (b) — General prospectus contents
The prospectus must state the matters specified under Section 26 (i.e., the standard Indian-company prospectus disclosures).
## Proviso — 2-year carve-out
Particulars (i), (ii) and (iii) of Part (a) shall not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.
### Rationale
Once the foreign company has been operational for over 2 years, the market is presumed to have alternative access to its constitutional and statutory details — the heavy disclosure is dialled back to the date/country of incorporation (iv), Indian-office address (v), and the Section 26 disclosures.
## Reading the carve-out carefully
- The carve-out drops only (i), (ii), (iii).
- (iv), (v) and the Section 26 disclosures and the dating/signing requirement remain mandatory.