Practice free →
HomeLLMLawCorporate Law › Under Section 35 Companies Act 2013, civil liabi…

Under Section 35 Companies Act 2013, civil liability for mis-statement in prospectus attaches to:

Aonly the company itself, with directors completely immune from civil liability (cf. Companies Act 2013, Section 35) (cf. Companies Act 2013, Section 35)
Bthe company, every person who is a director at the time of issue, every person named with consent, every promoter, and every person who authorised the issue
Conly the underwriter of the issue, with no liability on directors or promoters (cf. Companies Act 2013, Section 35) (cf. Companies Act 2013, Section 35)
Donly the SEBI Chairman, who is jointly liable with the company for prospectus contents (cf. Companies Act 2013, Section 35) (cf. Companies Act 2013, Section 35)
Answer & Solution
Correct answer: B. the company, every person who is a director at the time of issue, every person named with consent, every promoter, and every person who authorised the issue
1. Section 35(1) Companies Act 2013 imposes joint and several civil liability for mis-statement in prospectus on: (a) the company; (b) every person who is a director of the company at the time of issue of prospectus; (c) every person who has authorised himself to be named and is named in the prospectus as a director or as having agreed to become a director; (d) every promoter; (e) every person who authorised the issue of the prospectus; and (f) every person who is an expert referred to under Section 26(5). 2. Defences: (i) prospectus issued without knowledge or consent; (ii) reasonable ground to believe the statement was true; (iii) immediate withdrawal/notice on becoming aware. 3. Section 35(3) deals with civil liability for fraud. 4. Hence option B is correct. _Source: Companies Act 2013 (Act 18 of 2013), Govt. of India MCA — Companies Act 2013, Section 35_
Solve this in the app — LLM practice & 24k+ MCQs →
Related questions