405.
| (1) It shall not be lawful for any person to issue, circulate, or distribute in Sri Lanka any prospectus offering for subscription any shares in or debentures or a company, incorporated or to be incorporated, outside Sri Lanka whether the company has or has not established, or when formed will or will not establish, a place of business in Sri Lanka, unless the prospectus is dated and
| | (a) contains particulars with respect to the following matters :
| | | (i) the instrument constituting or defining the constitution of the company ; |
| (ii) the enactments or provisions having the force of an enactment, by or under which the incorporation of the company was effected ; |
| (iii) an address in Sri Lanka where the said instrument, enactments, or provisions or copies thereof and if the same are in a language other than the official language of Sri Lanka a translation thereof in a language specified by the Registrar certified in the prescribed manner, can be inspected; |
| (iv) the date on which and the country in which the company was incorporated : |
| (v) whether the company has established a place of business in Sri Lanka, and, if so, the address of its principal office in Sri Lanka; |
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| | (b) states the matters specified in Part I of the Third Schedule hereto and, subject to the provisions contained in Part III, sets out the reports specified in Part II, of that Schedule: | | |
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| (2) Any condition requiring or binding an applicant for shares or debentures to waive compliance with any requirements imposed by virtue of paragraph (a) or paragraph (b) of subsection (1) or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void. |
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| (3) It shall not be lawful for any person to issue to any person in Sri Lanka a form of application for shares in or debentures of such a company or intended company as is referred to in subsection (1) unless the form is issued with a prospectus which complies with this Part and the issue whereof in Sri Lanka does not contravene the provisions of subsection (1) of section 406 : |
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| (4) In the event of non-compliance with or contravention of any of the requirements imposed by paragraphs (a) and (b) of subsection (1), a director or other person responsible for the issue of the prospectus shall not incur any liability by reason of such non-compliance or contravention, where
| | (a) as regards any matter not disclosed, he proves he was not cognizant thereof ; or | | |
| | (b) he proves that such non-compliance or contravention arose from a bona fide mistake of fact on his part; | | |
| | (c) such non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of that court having regard to all the circumstances of the case, reasonably to be excused: | | |
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| (5) The provisions of this section
| | (a) shall not apply to the issue to existing members or debenture holders of a company, of a prospectus or form of application relating to shares in or debentures, of the company, whether an applicant for shares or debentures has or does not have right to renounce in favour of other persons; and | | |
| | (b) except in so far as it requires a prospectus to be dated, shall not apply to the issue of a prospectus relating to shares or debentures which are or are to be in all respects uniform with the shares or debentures previously issued, | | |
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| (6) Nothing in this section shall limit or diminish any liability which any person may incur under the provisions of this Act other than this section. |
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Sri Lanka Consolidated Acts