Sections 21 and 22 deal with authentication and execution of company instruments. Sections 23 to 40 principally form Part I of Chapter III on public offers, prospectuses and allotment of securities.
Use the section links below for the detailed page on each provision. The summaries identify the main legal subject without replacing the statutory text.
Deals with authentication of company documents, proceedings and contracts by the authorised key managerial personnel, officer or employee, subject to the Act.
Read Section 21 guide →Explains execution of bills of exchange, hundis and promissory notes, and execution of deeds through an attorney on behalf of a company.
Read Section 22 guide →Sets out the principal routes by which public and private companies may issue securities, including public offer, private placement, rights issue and bonus issue, as applicable.
Read Section 23 guide →Allocates regulatory administration between SEBI and the Central Government for specified provisions concerning listed companies and companies intending to list securities.
Read Section 24 guide →Treats specified documents offering securities for sale to the public as a prospectus and applies prospectus-related requirements accordingly.
Read Section 25 guide →Prescribes statutory requirements connected with a prospectus, including disclosures and filing requirements, subject to the Act and applicable SEBI framework.
Read Section 26 guide →Regulates variation of terms of a contract referred to in a prospectus or the objects for which money was raised, including shareholder approval requirements.
Read Section 27 guide →Provides a statutory route for certain members to offer shares to the public through the company, with the offer document treated within the prospectus framework.
Read Section 28 guide →Requires prescribed securities and classes of companies to comply with dematerialisation requirements in accordance with the Depositories Act, 1996 and applicable rules.
Read Section 29 guide →Requires an advertisement of a prospectus to specify prescribed contents of the memorandum relating to the company's objects, liability, capital and signatories.
Read Section 30 guide →Provides for a shelf prospectus for prescribed classes of companies and securities, reducing the need for a fresh prospectus for qualifying subsequent offers during its validity.
Read Section 31 guide →Permits a red herring prospectus before the final prospectus. It may omit complete particulars of the quantum or price of securities, subject to statutory filing and disclosure duties.
Read Section 32 guide →Regulates issue of application forms for securities and the accompanying abridged prospectus, subject to statutory exceptions.
Read Section 33 guide →Provides criminal consequences where a prospectus contains an untrue or misleading statement, or an inclusion or omission likely to mislead, subject to statutory defences and the fraud provision.
Read Section 34 guide →Provides for compensation to persons who suffer loss or damage after subscribing for securities on the faith of a misleading prospectus, subject to statutory conditions and defences.
Read Section 35 guide →Addresses fraudulent or reckless inducement connected with agreements for acquiring, disposing of, subscribing for or underwriting securities, and specified credit facilities.
Read Section 36 guide →Allows a suit or other action under the relevant prospectus-liability provisions by affected persons, groups or associations of persons.
Read Section 37 guide →Targets applications, multiple applications or inducements involving fictitious names in connection with acquiring or subscribing for securities, with consequences linked to section 447.
Read Section 38 guide →Regulates allotment after a public offer, including minimum subscription, application money, refund requirements and filing of the return of allotment.
Read Section 39 guide →Requires a company making a public offer to apply to one or more recognised stock exchanges and obtain permission for the securities to be dealt with there, while regulating application monies.
Read Section 40 guide →Sections 21 and 22 conclude the incorporation-related chapter with rules on company authentication and instruments. Section 23 begins Chapter III and identifies methods of issuing securities. The following provisions regulate public offers, prospectus disclosures and advertisements, shelf and red herring prospectuses, application forms, liability for misleading prospectuses, fraudulent inducement, personation, allotment and stock-exchange permission.
Because securities law operates alongside the Companies Act, listed companies and companies proposing to list should also check the current SEBI framework and stock-exchange requirements. Companies should verify the latest MCA rules and notifications before taking filing or compliance action.
Last reviewed: 16 September 2026.