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Shares and debentures of private company not to be offered to public.
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21.—(1) A private company and any officer of the company who is in default shall be guilty of an offence if the company—
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(a) offers to the public (whether for cash or otherwise) any shares in or debentures of the company; or
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(b) allots, or agrees to allot, (whether for cash or otherwise) any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public.
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(2) Sections 51(2) and 61 of the Principal Act shall apply for the purposes of this section as they apply for the purposes of that Act.
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(3) Nothing in this section shall affect the validity of any allotment or sale of shares or debentures or of any agreement to allot or sell shares or debentures.
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(4) A person guilty of an offence under subsection (1) shall be liable on summary conviction to a fine not exceeding £500.
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