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Section 64: Registration requirement applicable in all cases.

Companies Act 1985 · 1985 c. 6View on legislation.gov.uk

Part III: Capital Issues — Chapter I: Issues by Companies Registered, or to be Registered, in Great Britain

No prospectus shall be issued by or on behalf of a company, or in relation to an intended company, unless on or before the date of its publication there has been delivered to the registrar of companies for registration a copy of the prospectus—

signed by every person who is named in it as a director or proposed director of the company, or by his agent authorised in writing, and
having endorsed on or attached to it any consent to its issue required by section 61 from any person as an expert.

Every prospectus shall on its face—

state that a copy has been delivered for registration as required by this section, and
specify, or refer to statements in the prospectus specifying, any documents required by this or the following section to be endorsed on or attached to the copy delivered.

The registrar shall not register a prospectus unless it is dated and the copy of it signed as required by this section and unless it has endorsed on or attached to it the documents (if any) specified in subsection (3)(b).

If a prospectus is issued without a copy of it being delivered to the registrar as required by this section, or without the copy so delivered having the required documents endorsed on or attached to it, the company and every person who is knowingly a party to the issue of the prospectus is liable to a fine and, for continued contravention, to a daily default fine.

About this text

This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.