Deemed prospectus: documents offering allotted company securities for sale attract prospectus disclosure and liability rules.

A document offering for sale securities of a company that has allotted or agreed to allot them is deemed a prospectus and is subject to prospectus content and misstatement liability rules. Presumptions arise if an offer follows within six months of allotment or full consideration is unpaid. The deemed prospectus must state net consideration and where the allotment contract may be inspected, treat the offerors as if named directors, and may be signed on behalf of a company by two directors or by half the partners of a firm.

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