Western Australian Consolidated Acts Western Australian Consolidated Acts (1) In order to comply
with this Part a prospectus in addition to complying with the provisions of
subsection (1)(a)(ii) and (iii) of the last foregoing section
must —
(a)
contain particulars with respect to the following matters: —
(i)
The objects of the company;
(ii)
The instrument constituting or defining the constitution
of the company;
(iii)
The enactments, or provisions having the force of an
enactment, by or under which the incorporation of the company was effected;
(iv)
An address in Western Australia where the said
instruments, enactments, or provisions, or copies thereof, and if the same are
in a foreign language a translation thereof certified in the prescribed
manner, can be inspected;
(v)
The date on which and the country in which the company
was incorporated;
(vi)
Whether the company has established a place of business
in Western Australia, and, if so, the address of its principal office in
Western Australia:
Provided that the
provisions of subparagraphs (i), (ii), (iii), and (iv) shall not apply in
the case of a prospectus issued more than 2 years after the date on which the
company is entitled to commence business;
(b)
subject to the provisions of this section state the matters specified in Part
A of section 47, other than those specified in paragraph (a) and set
out the report specified in Part B of section 47, subject always to the
provision contained in Part C of the said section:
Provided
that —
(i)
where any prospectus to which this section applies is
published as a newspaper advertisement, it shall be a sufficient compliance
with the requirement that the prospectus must specify the objects of the
company if the advertisement specifies the primary object with which the
company was formed; and
(ii)
in paragraph (3) of Part A of section 47 a
reference to the constitution of the company shall be substituted for the
reference to the articles; and
(iii)
paragraph (1) of Part C of section 47 shall
have effect as if the reference to the memorandum were omitted therefrom;
(c) if
the prospectus is printed be printed in letters of not less than 8 points face
measurement but it shall be lawful for a prospectus to be issued printed in
letters of less than 8 points face measurement where the Registrar, before the
issue of the prospectus, certifies in writing that the type and size of
letters are legible and satisfactory.
(2) Any condition
requiring or binding any applicant for shares to waive compliance with any
requirement of this section, or purporting to affect him with notice of any
contract, document, or matter not specifically referred to in the prospectus,
shall be void.
(3) In the event of
non-compliance with or contravention of any of the requirements of this
section, a director or other person responsible for the prospectus shall not
incur any liability by reason of the non-compliance or contravention,
if —
(a) as
regards any matter not disclosed, he proves that he was not cognisant thereof;
or
(b) he
proves that the non-compliance or contravention arose from an honest mistake
of fact on his part; or
(c) the
non-compliance or contravention was in respect of matters which, in the
opinion of the Court dealing with the case, were immaterial or were otherwise
such as ought, in the opinion of that Court, having regard to all the
circumstances of the case, reasonably to be excused:
Provided that, in the
event of failure to include in a prospectus a statement with respect to the
matters contained in paragraph (15) of Part A of section 47, no
director or other person shall incur any liability in respect of the failure
unless it be proved that he had knowledge of the matters not disclosed.
(4) Nothing in this
section shall limit or diminish any liability which any person may incur under
the general law or this Act, apart from this section.
[Section 368 amended by No. 73 of 1953
s. 9.]