## Matters to be Stated in Prospectus [Section 26]

A prospectus is a document described or issued as a prospectus, and includes red herring prospectus, shelf prospectus, and any document that invites offers from the public to subscribe to securities of a body corporate.

### Core requirements for every prospectus issued by/on behalf of a public company

Every such prospectus must be:

1. Dated and signed.

2. State the information and include the financial reports specified by SEBI in consultation with Central Government (till SEBI specifies, SEBI's existing regulations apply).

3. Contain a statement that the prospectus is not in contravention of the Companies Act, SCRA, SEBI Act and their rules.

4. Contain a declaration of compliance with the Act.

> The date stated on the face of the prospectus is deemed to be the date of its publication.

### When these requirements do not apply

These matters need not be complied with if the prospectus is:

Issued to existing members or debenture-holders of the company; OR
Relates to shares/debentures uniform with previously issued securities already listed on a Recognised Stock Exchange.

### Filing with ROC

A copy of the prospectus, signed by every director (or his authorised attorney), must be delivered to the ROC before issue. Non-compliance → prospectus is void.
A prospectus is valid for 90 days from the date the copy is delivered to ROC.
The face of the prospectus must specify:
That a copy has been delivered to ROC, and
List of documents attached (or refer to the statement listing them).

### Expert's statement in prospectus

A prospectus shall not include an expert's statement if the expert:

Is engaged/interested in formation, promotion or management of the company; OR
Has not given written consent to issue of the prospectus; OR
Has withdrawn consent before delivery of copy to ROC.

Where an expert's statement is included, the prospectus must also include a statement that these disqualifying conditions do not exist.

### Punishment for contravention

Company and every person knowingly party to the issue: Fine ₹50,000 to ₹3,00,000.
The company must refund the entire money received and the allotment is void.

Worked example

### Example 1

Q. A public company files its prospectus with the ROC on 1st April 2026 and issues it to the public on 15th August 2026. Is the issue valid?

A. No. Section 26 makes the prospectus valid only for 90 days from the date of delivery to ROC. Here the issue is made about 137 days after delivery, so the prospectus has lapsed and a fresh prospectus must be filed before issue.

⚠️ Common exam mistakes

Treating the 90-day validity as running from the date of publication rather than from the date of delivery to ROC.
Forgetting that the directors' signatures on the ROC copy are mandatory — without them the prospectus is void.
Ignoring the exception: a prospectus to existing members/debenture-holders or uniform with already-listed shares is exempt from Section 26 contents.

Bare-Act text Section 26 · Companies Act, 2013 · click to expand

Every prospectus issued by or on behalf of a public company either with reference to its formation or subsequently, or by or on behalf of any person who is or has been engaged or interested in the formation of a public company, shall be dated and signed and shall state such information and set out such reports on financial information as may be specified by the Securities and Exchange Board in consultation with the Central Government...

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