IBC Laws - Section 23 of the Companies Act, 2013: Public offer and private placement

The Companies Act, 2013

Chapter-III Prospectus and allotment of Securities

Part I- Public Offer

Section 23: Public offer and private placement.

^*23. (1) A public company may issue securities—

(a) to public through prospectus (herein referred to as “public offer”) by complying with the provisions of this Part; or

(b) through private placement by complying with the provisions of Part II of this Chapter; or

(c) through a rights issue or a bonus issue in accordance with the provisions of this Act and in case of a listed company or a company which intends to get its securities listed also with the provisions of the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder.

(2) A private company may issue securities—

(a) by way of rights issue or bonus issue in accordance with the provisions of this Act; or

(b) through private placement by complying with the provisions of Part II of this Chapter.

¹[(3) Such class of public companies may issue such class of securities for the purposes of listing on permitted stock exchanges in permissible foreign jurisdictions or such other jurisdictions, as may be prescribed.

(4) The Central Government may, by notification, exempt any class or classes of public companies referred to in sub-section (3) from any of the provisions of this Chapter, Chapter IV, section 89, section 90 or section 127 and a copy of every such notification shall, as soon as may be after it is issued, be laid before both Houses of Parliament.]

Explanation.—For the purposes of this Chapter, “public offer” includes initial public offer or further public offer of securities to the public by a company, or an offer for sale of securities to the public by an existing shareholder, through issue of a prospectus.

Reference

*Effective from:

Notification No.	Notification Date	w.e.f.	Provisions brought into force
S.O. 2754(E)	12.09.2013	12.09.2013	Section 23 [Except Clause (b) of sub-section (1) and (2) of section 23]
S.O. 902(E)	26.03.2014	01.04.2014	Clause (b) of sub-section (1) and (2) of section 23