COMPANIES ACT 1963 – SECT 35 Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be a private company.
35.—(1) Subject to subsection (2), if a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section 33, are required to be included in the articles of a company in order to constitute it a private company, the company shall, on the date of the alteration, cease to be a private company and shall, within a period of 14 days after the said date, deliver to the registrar of companies for registration a statement in lieu of prospectus, in the form and containing the particulars set out in Part I of the Second 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 the provisions contained in Part III of that Schedule.
(2) A statement in lieu of prospectus need not be delivered under subsection (1) if, within the said period of 14 days, a prospectus relating to the company which complies, or is deemed by virtue of a certificate of exemption under section 45 of this Act to comply, with the Third Schedule, is issued and is delivered to the registrar of companies as required by section 47.
(3) Every statement in lieu of prospectus delivered under subsection (1) shall, where the persons making any such report as referred to in that subsection have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of Part III of the Second Schedule, have endorsed thereon or attached thereto a written statement signed by those persons, setting out the adjustments and giving the reasons therefor.
(4) If default is made in complying with subsection (1) or (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.
(5) Where a statement in lieu of prospectus, delivered to the registrar under subsection (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 2 years or a fine not exceeding £500, or both, or
( b ) on summary conviction, to imprisonment for a term not exceeding 6 months or a fine not exceeding £100, or both;
unless he proves either that the untrue statement was immaterial or that he had reasonable ground to believe and did, up to the time of the delivery for registration of the statement in lieu of prospectus, believe that the untrue statement was true.
(6) 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.