What Is Deemed Prospectus?

Juliet D'cruz

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What Is Deemed Prospectus

Are you curious to know what is deemed prospectus? You have come to the right place as I am going to tell you everything about deemed prospectus in a very simple explanation. Without further discussion let’s begin to know what is deemed prospectus?

What Is Deemed Prospectus?

In the realm of company offerings and securities regulations, the term “deemed prospectus” holds significant importance. It refers to a legal document that assumes the characteristics of a traditional prospectus, providing essential information to potential investors. In this blog, we will delve into the concept of a deemed prospectus, its purpose, and its relevance in facilitating transparent and informed investment decisions.

Understanding Deemed Prospectus:

A deemed prospectus is a document that serves as a substitute for a formal prospectus in certain circumstances. In general, a prospectus is a comprehensive disclosure document that companies issue to potential investors when offering securities for sale. It contains vital information about the company, its financials, the securities being offered, and the associated risks and terms.

However, in certain situations, a company may not be required to prepare and issue a traditional prospectus. Instead, the law deems specific documents or actions to have the same effect as a prospectus, and they are thus referred to as deemed prospectuses. These documents or actions effectively provide investors with the necessary information to make informed investment decisions.

Instances Where Deemed Prospectus May Apply:

  1. Listing of Securities: When a company intends to list its securities on a stock exchange, it may be required to prepare a deemed prospectus. This document provides potential investors with information about the company’s operations, financials, management, and the terms and conditions of the securities being offered.
  2. Corporate Restructuring: In situations involving mergers, acquisitions, or schemes of arrangement, where securities are exchanged or offered to shareholders, a deemed prospectus may be required. It ensures that shareholders receive adequate information about the transaction, enabling them to make informed decisions regarding their investment.
  3. Offer for Sale: When existing shareholders or promoters of a company wish to sell their securities to the public, a deemed prospectus may be used to provide potential buyers with the necessary information about the securities being offered, including details about the selling shareholders and any associated risks.
  4. Public Offerings: In some jurisdictions, certain offerings made to the public, such as rights issues or bonus issues, may be covered under deemed prospectus regulations. This ensures that investors are adequately informed about the terms, conditions, and implications of participating in these offerings.

Purpose And Relevance Of Deemed Prospectus:

The primary purpose of a deemed prospectus is to protect investors’ interests by ensuring transparency and disclosure of relevant information. By deeming specific documents or actions as prospectuses, regulatory authorities aim to provide potential investors with the necessary information to make informed investment decisions. Deemed prospectuses help maintain the integrity and fairness of the securities market, enhancing investor confidence.

While deemed prospectuses serve as substitutes for traditional prospectuses in specific circumstances, they are subject to similar legal requirements and scrutiny. Companies issuing deemed prospectuses must adhere to regulations governing disclosure, accuracy of information, and investor protection, just like in the case of formal prospectuses.


Deemed prospectus plays a vital role in providing investors with essential information when formal prospectuses may not be required or feasible. By deeming certain documents or actions as prospectuses, regulatory authorities ensure transparency and disclosure in company offerings, safeguarding investors’ interests. Whether in the context of listing securities, corporate restructuring, offer for sale, or public offerings, deemed prospectuses help foster informed investment decisions and contribute to the overall integrity and fairness of the securities market.


What’s The Meaning Of Deemed Prospectus?

The deemed prospectus is a reporting requirement mandated by SEBI for companies aiming to raise capital from the securities market. Section 2(70) of the Companies Act defines a prospectus as a legal document that describes the shares or securities of a company offered to the public.

What Is A Prospectus And Deemed Prospectus?

As the name suggests, a deemed prospectus is a document that is deemed to be the prospectus of a company. In general, any offer for the sale of its stock by a company when presented in the form of a detailed document addressed to the public is deemed to be a prospectus.

What Is A Deemed Prospectus Under Companies Act 2013?

Deemed Prospectus – Deemed prospectus has mentioned under the Companies Act, 2013 Section 25 (1). When a company allows or agrees to allot any securities of the company, the document is considered a deemed prospectus via which the offer is made to investors.

What Is Deemed A Prospectus Under Section 25?

(1) Where a company allots or agrees to allot any securities of the company with a view to all or any of those securities being offered for sale to the public, any document by which the offer for sale to the public is made shall, for all purposes, be deemed to be a prospectus issued by the company; and all enactments 


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