# What is a Prospectus?
## Statutory Definition — Section 2(70)
A prospectus is any document described or issued as a prospectus and includes:
1. Red Herring Prospectus (RHP)
2. Shelf Prospectus
3. Any notice, circular, advertisement, or any other document that invites offers from the public to subscribe to or purchase securities of a body corporate — this is the Deemed Prospectus.
## Decoding the Definition
A document is a prospectus if any one of these three is true:
- It is named as a prospectus; OR
- It is issued as a prospectus; OR
- It is any document inviting the public to subscribe/purchase securities (deemed prospectus).
## Key Element — Invitation to the Public
The essence of a prospectus is the invitation to the public. Without this element, a document is not a prospectus.
### What counts as 'Public'?
- 'Public' includes even a limited class of people.
- A document marked 'For private circulation only' offered to a group of people still counts as a prospectus.
- A single private communication does not qualify — publicity is required.
- Truly private and confidential documents are not subject to prospectus regulations unless made public.
## Three Faces of a Prospectus
| Type | Purpose |
|---|---|
| Red Herring Prospectus | Filed before final pricing/quantity decision |
| Shelf Prospectus | One-time filing for multiple offers over time |
| Deemed Prospectus | Offer for sale by third parties treated as company's prospectus |