# Section 26 — Matters to be Stated in Prospectus
## Why this matters
A prospectus is the legal document inviting the public to subscribe to securities. Section 26 lays down the core compliance requirements for issuing a prospectus — what must be stated, who must sign, and what timelines apply.
## Key Requirements
### 1. Time Limit for Issue
- A prospectus must be issued to the public within 90 days of filing with the Registrar of Companies (ROC).
- Any issue of securities under a prospectus issued beyond 90 days is deemed to be an issue without a prospectus (i.e., illegal issue).
### 2. Main Contents Required
Every prospectus issued by/on behalf of a public company (with reference to its formation or subsequently), or by/on behalf of any person engaged in such formation, shall:
| Requirement | Description |
|---|---|
| (a) Dated & Signed | Must be dated and signed |
| (b) Information & Financial Reports | As specified by SEBI in consultation with Central Government |
| (c) Transitional Rule | Until SEBI specifies, existing SEBI Act, 1992 regulations apply |
| (d) Compliance Declaration | Declaration that prospectus complies with Companies Act, SCRA 1956, SEBI Act 1992, and rules thereunder |
### 3. Exceptions to (a)–(d)
These contents requirements do NOT apply to:
1. Issue to existing members or debenture-holders of a prospectus/application form relating to its shares or debentures.
2. Issue of a prospectus/application form for shares or debentures which are uniform with previously issued shares/debentures that are currently quoted on a recognised stock exchange.
### 4. Statements by Experts — Prohibited Inclusions
A prospectus shall NOT include a statement by an expert if the expert is:
- (1) Engaged or interested in the formation, promotion, or management of the company; OR
- (2) Whose written consent has NOT been obtained; OR
- (3) Whose written consent was obtained but withdrawn before delivery of prospectus to Registrar.
Definition of Expert [Section 2(38)]: includes engineer, valuer, Chartered Accountant, Company Secretary, Cost Accountant, and any other person empowered to issue certificates under any law.
### 5. Mandatory Disclosures on Face of Prospectus
Every prospectus must, on its face:
- (a) State that a copy has been filed with the Registrar, AND
- (b) Specify any documents required to be attached, or refer to statements included that specify these documents.
### 6. Punishment for Contravention
- Company: Fine — Minimum ₹50,000 up to ₹3,00,000.
## Memory Hook
"90-Day Window + Expert Consent + Compliance Declaration" — these are the three pillars of Section 26.