# Issue of Prospectus — General Requirements (Section 26)
## 1. Timeline for Issue
- A prospectus, once filed with the Registrar of Companies (ROC), must be issued to the public within 90 days of such filing.
- Any issue of securities under a prospectus made beyond 90 days is deemed to be an issue without a prospectus — attracting penalties for non-compliance.
## 2. Main Contents of Prospectus
Every prospectus issued by or on behalf of a public company (whether at formation or later) — or by/on behalf of any person engaged or interested in the formation — shall:
| Requirement | Detail |
|---|---|
| (a) Date & sign | Must be dated and signed |
| (b) Information & financial reports | As specified by SEBI in consultation with the Central Government |
| (c) Interim regime | Until SEBI specifies, regulations made by SEBI under the SEBI Act, 1992 apply |
| (d) Declaration of compliance | Statement that nothing in the prospectus is contrary to Companies Act, SCRA 1956, SEBI Act 1992, and rules thereunder |
## 3. Exceptions — when (a) to (d) DO NOT apply
1. Issue to existing members or debenture-holders of a company (prospectus / form of application for shares or debentures of that company).
2. Issue of prospectus / form of application for shares or debentures which are in all respects uniform with shares/debentures previously issued and currently dealt in or quoted on a recognised stock exchange.
## 4. On the Face of the Prospectus
Every prospectus issued shall, on its face —
- (a) State that a copy has been filed with the Registrar as required; and
- (b) Specify documents required to be attached, or refer to statements in the prospectus that specify such documents.
## 5. Punishment for Contravention
- Fine: Minimum ₹50,000 up to ₹3,00,000.
## Memory Hook
"90 days — Date, Sign, SEBI, Declare — File copy on the face — ₹50K to ₹3L."