A Shelf Prospectus is a single prospectus that can be used for multiple issues of securities over a period, without filing a fresh prospectus each time. The 'shelf' metaphor captures the idea that the prospectus sits on the shelf and is picked up to launch several issues during its validity. Useful for banks, NBFCs and PFIs that frequently raise debt from the public.
## Who Can Issue?
Any class or classes of companies as prescribed by SEBI. Currently this includes public financial institutions, scheduled banks, NBFCs and select other entities authorised to issue debt securities.
## Validity
The Shelf Prospectus must indicate a period of validity not exceeding one year, commencing from the date of opening of the first offer under it. During this period, no further prospectus is required for subsequent offers - only an Information Memorandum.
## Information Memorandum (IM) - Form PAS-2
For every subsequent offer, the company shall file with the Registrar an Information Memorandum in Form PAS-2, prior to the issue of the second or subsequent offer.
The IM must contain:
Material facts relating to any new charges created,
Changes in the financial position since the SP was filed, and
Any other changes as may be prescribed.
## Intimation of Changes to Existing Applicants
Where a company has, before making any change requiring updation through the IM, received applications along with advance subscription:
The company shall intimate such changes to the applicants.
If they so desire to withdraw the application, the company shall refund the subscription monies within 15 days.
## Status of SP + IM
The Shelf Prospectus together with the Information Memorandum is deemed to be a prospectus. All provisions relating to a prospectus (including liability under Sections 34 and 35) apply.
Worked example
### Example 1
Example 1 - Validity & subsequent offer
A public financial institution files a Shelf Prospectus on 01-04-2025 for issue of debentures. The first offer opens on 01-05-2025.
Treatment: The SP is valid up to 30-04-2026 (one year from opening of first offer). During this period, multiple offers can be made without filing a fresh prospectus - only an IM in Form PAS-2 before each subsequent offer.
### Example 2
Example 2 - Intimation of changes
Before the second tranche under a SP, the company creates a new charge. It has already received applications + advance subscription for the second tranche.
Treatment: The company must (a) file an IM disclosing the new charge, (b) intimate the applicants of the material change, and (c) if any applicant chooses to withdraw, refund within 15 days.
### Example 3
Example 3 - Liability for misstatement in IM
XYZ Bank's IM filed before the third tranche overstates a key financial ratio.
Treatment: Since SP + IM together are deemed to be a prospectus, civil liability (S.35) and criminal liability (S.34) attach to misstatements in the IM.
⚠️ Common exam mistakes
Saying 'any company' can issue a Shelf Prospectus - only SEBI-prescribed classes can.
Computing the one-year validity from the date of filing - it runs from the opening of the first offer.
Forgetting that the IM must be filed before each subsequent offer in Form PAS-2.
Missing the refund obligation where applicants choose to withdraw after intimation of material changes.
Treating the IM as a standalone document - SP + IM together are deemed a prospectus for liability.
Bare-Act text Section 31 · Companies Act, 2013 · click to expand
Section 31(1): Any class or classes of companies, as the Securities and Exchange Board may provide by regulations in this behalf, may file a shelf prospectus with the Registrar at the stage of the first offer of securities included therein which shall indicate a period not exceeding one year as the period of validity of such prospectus which shall commence from the date of opening of the first offer of securities under that prospectus, and in respect of a second or subsequent offer of such securities issued during the period of validity of that prospectus, no further prospectus is required.
Section 31(2): A company filing a shelf prospectus shall be required to file an information memorandum containing all material facts relating to new charges created, changes in the financial position of the company as have occurred between the first offer of securities or the previous offer of securities and the succeeding offer of securities and such other changes as may be prescribed, with the Registrar within such time, as may be prescribed, prior to the issue of a second or subsequent offer of securities under the shelf prospectus.
Provided that where a company or any other person has received applications for the allotment of securities along with advance payments of subscription before the making of any such change, the company or other person shall intimate the changes to such applicants and if they express a desire to withdraw their application, the company or other person shall refund all the monies received as subscription within fifteen days thereof.
Section 31(3): Where an information memorandum is filed, every time an offer of securities is made under sub-section (2), such memorandum together with the shelf prospectus shall be deemed to be a prospectus.