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Section23
The Companies Act, 2013

Public offer and private placement

In force From 01 Apr 2014 Act 18 of 2013 As on 15 Oct 2026

Act 18 of 2013 Ministry Corporate Affairs Enacted 29 Aug 2013 In force 01 Apr 2014 Instruments 10

Section 23 of the Companies Act, 2013 deals with public offer and private placement. 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; The Act came into force on 01 Apr 2014.

(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 (15 of 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.

Section 23, The Companies Act, 2013 (Act 18 of 2013).

Cross-references

Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.

This section refers to

  1. s. 89 Declaration in respect of beneficial interest in any share
  2. s. 90 Register of significant beneficial owners in a Company
  3. s. 127 Punishment for failure to distribute dividends

Made under this section, and citing it

5 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.

Another 5 instruments name this provision in its title or its text without being made under it.

All subordinate legislation

Questions about Section 23

What does Section 23 of the Companies Act deal with?

Section 23 of the Companies Act is headed "Public offer and private placement". 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;

How do I find court cases under Section 23 of the Companies Act?

In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 23, section 23 Companies Act, section 23 of the Companies Act. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome.

What should I read with Section 23 of the Companies Act, and has it changed?

Its own text turns on section 89 (Declaration in respect of beneficial interest in any share), section 90 (Register of significant beneficial owners in a Company), section 127 (Punishment for failure to distribute dividends), so none of them can safely be read on its own. The rules and notifications made under it are where it actually bites, and there are 5: most recently S.O. 1066(E)-Commencement notification dt 05.03.2021 (2021), then S.O. 1303(E)-Commencement notification dated 24.03.2021 (2021), and 3 more.

When did Section 23 of the Companies Act come into force?

Section 23 of the Companies Act, cited as Companies Act 23, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.

Other sections of this Act

Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 15 Oct 2026. This page is not a substitute for legal advice.