ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART IV - SHARES, DEBENTURES AND CHARGES

DIVISION 1 - PROSPECTUSES

Section 42. Registration of prospectus.

(1) A prospectus shall not be issued, circulated or distributed by any person unless a copy thereof has first been registered by the Registrar. (2) The Registrar shall not register a copy of any prospectus if it contains any statement or matter which is in his opinion misleading in the form and context in which it is included and unless— (a) the copy signed by every director and by every person who is named therein as a proposed director of the corporation or by his agent authorized in writing is lodged with the Registrar on or before the date of its issue; (b) the prospectus appears to comply with the requirements of this Act; and (c) there are also lodged with the Registrar copies verified as prescribed of any consents required by section 45 to the issue of the prospectus. (3) If a prospectus is issued without a copy thereof having been so registered the corporation and every person who is knowingly a party to the issue of the prospectus shall be guilty of an offence against this Act. Penalty: Imprisonment for five years or one hundred thousand ringgit or both. Copy of contracts, etc., to be kept for inspection at registered office (4) A corporation to which the prospectus relates shall— (a) cause a copy of— (i) every document referred to in paragraph (2)(c); and (ii) all material contracts referred to in the prospectus and, in the case of such a contract not reduced into writing, a memorandum giving full particulars thereof, verified as prescribed, to be deposited within three days after the registration of the prospectus at the registered office of the corporation and if it has no registered office in Malaysia, at the address in Malaysia specified in the prospectus; and (b) keep each such copy for a period of at least six months after the registration of the prospectus for inspection by any person without charge.