COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 48 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 48

Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.

48.(1) A company having a share capital which does not issue a prospectus on
or with reference to its formation, or which has issued such a prospectus but
has not proceeded to allot any of the shares offered to the public for
subscription, shall not allot any of its shares or debentures unless at least
three days before the first allotment of either shares or debentures there has
been delivered to the registrar of companies for registration a statement in
lieu of prospectus signed by every person who is named therein as a director
or a proposed director of the company or by his agent authorised in writing,
in the form and containing the particulars set out in Part I of the Fourth
Schedule and, in the cases mentioned in Part II of that Schedule, setting out
the reports specified therein, and the said Parts I and II shall have effect
subject to Part III of that Schedule.

(2) Every statement in lieu of prospectus delivered under sub-section (1)
shall, where the persons making any such report as aforesaid have made therein
or have, without giving the reasons, indicated therein any such adjustments as
are mentioned in paragraph 5 of the Fourth Schedule, have endorsed thereon or
attached thereto a written statement signed by those persons setting out the
adjustments and giving the reasons therefor.

(3) If a company acts in contravention of sub-section (1) or sub-section (2),
the company and every director of the company who knowingly and wilfully
authorises or permits the contravention shall be liable to a fine not
exceeding one hundred pounds.

(4) Where a statement in lieu of prospectus delivered to
the registrar of companies under sub-section (1) includes any untrue
statement, any person who authorised the delivery of the statement in lieu of
prospectus for registration shall be liable

(a)on conviction on indictment, to imprisonment for a term not exceeding two
years or a fine not exceeding five hundred pounds, or both; or

(b)on summary conviction, to imprisonment for a term not exceeding three
months or a fine not exceeding one hundred pounds, or both;

(5) For the purposes of this section

(a)a statement included in a statement in lieu of prospectus shall be deemed
to be untrue if it is misleading in the form and context in which it is
included; and

(b)a statement shall be deemed to be included in a statement in lieu of
prospectus if it is contained therein or in any report or memorandum appearing
on the face thereof or by reference incorporated therein.

(6) This section shall not apply to a private company.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 48