# Prospectus - Sections 2(70) and 26

## Definition - Section 2(70)

A prospectus means:

> 'any document described or issued as a prospectus and includes a red herring prospectus, shelf prospectus or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate.'

### Breaking it Down

Prospectus = MEANS + INCLUDES

#### MEANS

Any document described or issued as a prospectus

#### INCLUDES

| (a) | Shelf Prospectus (Section 31) |

| (b) | Red Herring Prospectus (Section 32) |

| (c) | Any notice, circular, advertisement or other document inviting offers from the public |

## Key Features (Visualised)

A prospectus must invite the public to subscribe to or purchase securities of a body corporate.

## Contents of Prospectus - Section 26

### Mandatory Contents and Checks

#	Requirement	Notes
1	Dated	The date appearing on the prospectus is deemed to be the date of publication
2	Registered with ROC	Must be filed with ROC on or before issue to the public
3	Signed	By directors / proposed directors / their attorney
4	Information under Section 26(1)	All prescribed information must be included
5	Reports under Section 26(1)	Auditor reports and other prescribed reports
6	Expert Report	If included, the expert must (i) not be engaged in formation/promotion/management; (ii) have given written consent; (iii) consent not withdrawn before delivery to ROC
7	Cover Page	Must include the cover page in prescribed format
8	Copy delivered to ROC	Compulsory pre-issue filing
9	List of documents submitted to ROC	To be mentioned in the prospectus

## Critical Sub-Rules

### Date is the Date of Publication

Once dated, the prospectus is deemed published on that date. Hence the date is legally significant.

### Expert's Eligibility

An expert (e.g., a chartered accountant giving a report) must be:

Independent — not engaged in the formation, promotion or management of the company.
Have given written consent to inclusion of the report.
Consent must not be withdrawn before delivery for registration.

### Registration with ROC

The prospectus must be registered with ROC BEFORE issue to public. Otherwise, it is an unregistered prospectus and issue is illegal.

## Memory Hook - 'D-R-S-I-R-E-C-D-L'

Dated | Registered | Signed | Information | Reports | Expert consent | Cover page | Delivered to ROC | List of documents

Worked example

### Example 1

Example: ABC Ltd issues a glossy magazine titled 'Investment Opportunity in ABC' inviting the public to subscribe to its shares. Even though it's called a magazine, it falls under prospectus definition (a circular/notice inviting offers from public).

### Example 2

Example - Expert independence: XYZ Ltd's prospectus contains a valuation report by a CA who is also a director's brother and consultant to XYZ. He is 'engaged in the formation/management'. His report cannot be included — non-compliance with Section 26.

### Example 3

Example - Date of publication: Sun Ltd dates its prospectus 1 March 2026 but actually publishes/distributes on 5 March. Legally, the prospectus is deemed published on 1 March 2026.

⚠️ Common exam mistakes

Missing 'shelf prospectus' and 'red herring prospectus' in the inclusive definition.
Forgetting that an expert must give WRITTEN consent and the consent must NOT be withdrawn before ROC delivery.
Confusing date of issue with date of publication — the date on the prospectus IS the date of publication.
Believing the prospectus is registered AFTER issue — registration must be BEFORE public issue.

Bare-Act text Sections 2(70) and 26 · Companies Act, 2013 · click to expand

Section 2(70): 'Prospectus' means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate. Section 26(1): 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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Prospectus - Definition and Contents (Sections 2(70) and 26)

Worked example

⚠️ Common exam mistakes