# Prospectus — Section 2(70)
Prospectus means any document described or issued as a prospectus and includes:
- a Red Herring Prospectus (RHP), or
- a Shelf Prospectus, or
- any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate.
## Two layers of the definition
1. Formal sense: A document expressly described / issued as a prospectus.
2. Functional sense: ANY notice, circular, advertisement, etc. — irrespective of label — if it invites the public to subscribe to or purchase securities.
This means the form doesn't matter; the function (public invitation) does.
## Key terms also picked up by the definition
- Red Herring Prospectus — a prospectus filed before the price/quantum of securities is finalised.
- Shelf Prospectus — a prospectus issued by certain companies allowing multiple issuances within a window without filing a fresh prospectus each time.
## Why this breadth matters
If a company circulates a glossy 'product brochure' that effectively invites the public to subscribe to its NCDs, that brochure is a prospectus under Sec 2(70) — and all the liability provisions of the Act (mis-statements, civil and criminal liability, etc.) apply.
## Quick distinguishers
- Letter of offer to existing members (rights issue) — not a prospectus.
- Private placement offer letter — governed separately under Sec 42; it is not a public invitation, so the brochure-style breadth of Sec 2(70) doesn't catch it.