# Section 26 — Matters to be Stated in a Prospectus
## A. Mandatory Contents [Sec 26(1)]
Every prospectus must:
1. Be dated and signed.
2. State all information and reports on financial information as specified by SEBI in consultation with the Central Government.
3. Include a declaration of compliance with:
- Companies Act, 2013
- Securities Contracts (Regulation) Act, 1956
- SEBI Act, 1992
- Rules and regulations under these statutes.
## B. When a Prospectus Need NOT be Issued [Sec 26(2)]
No prospectus is required if the offer/invitation is:
- Made to existing members or debenture holders; OR
- For shares/debentures uniform with those previously issued and quoted on a recognized stock exchange.
## C. Date of Publication [Sec 26(3)]
The date indicated in the prospectus is deemed to be its publication date.
## D. Filing with ROC [Sec 26(4)]
- A signed copy must be filed with the ROC before issuance.
- It must be signed by all directors (or proposed directors) or their authorized representatives.
## E. Expert's Statement [Sec 26(5)]
An expert's statement in the prospectus is valid only if all four conditions are met:
1. The expert is independent (not connected with promotion/management of the company);
2. The expert provides written consent;
3. Consent is not withdrawn before filing with ROC;
4. A declaration by the expert is included.
### Who is an 'Expert'? [Sec 2(38)]
Includes engineer, valuer, CA, CS, CMA, and any other person authorized to issue a certificate under the law in force.
## F. Validity Period [Sec 26(8)]
A prospectus is valid for 90 days from the date of filing with the ROC.
## G. Required Disclosures
The prospectus shall state:
- That a copy has been filed with the ROC (per sub-section (4));
- The documents attached to or referenced in the prospectus.
## H. Punishment for Contravention [Sec 26(9)]
| Person | Fine |
|---|---|
| Company | ₹50,000 – ₹3,00,000 |
| Person knowingly party to issue | ₹50,000 – ₹3,00,000 |