# Deemed Prospectus — Section 25
## Concept
A deemed prospectus is a document by which an offer for sale to the public is made — even though the offer is made by someone other than the company (typically an issuing house or intermediary). The law treats this document as if it were a prospectus issued by the company.
## When is an Allotment Treated as a Deemed Public Offer?
Allotment of securities is treated as a public offer if either condition is met:
1. Securities are offered to the public within 6 months of allotment; OR
2. Full consideration for the securities has not been received by the company at the date when the offer to the public is made.
## Contents Required in a Deemed Prospectus
1. All contents required for a prospectus under Sec 26;
2. Net amount of consideration received or to be received by the company;
3. Time and place where the contracts can be inspected.
## Deemed Directors
- Persons making the offer are named as directors in the deemed prospectus.
- They are subject to penalties for misstatements in the deemed prospectus.
## Signatory Requirements
| Entity | Signed By |
|---|---|
| Company | At least 2 directors |
| Firm | At least half of the partners |
## Legal Liabilities
All provisions on:
- Misstatements,
- Required contents,
- Civil and criminal liabilities,
…apply to the deemed prospectus, in addition to the liability of the company offering securities.
## Special Rule — Rights Issue with Renunciation
If a rights issue is made to existing members with the right to renounce and the number of others (renouncees) exceeds 50, it also becomes a deemed prospectus. (SEBI v. Kunnamkulam Paper Mills Ltd.)
## Memory Aid — Two Triggers
Trigger 1: 6-month rule — public offer within 6 months of allotment.
Trigger 2: Money rule — full consideration not yet received at time of public offer.