Offer of sale of shares by certain members of company
Section 28 of the Companies Act, 2013 deals with offer of sale of shares by certain members of company. Where certain members of a company propose, in consultation with the Board of Directors to offer, in accordance with the provisions of any law for the time being in force, whole or part of their holding of shares to the public, they may do so in accordance with such procedure as may be prescribed. The Act came into force on 01 Apr 2014.
(1) Where certain members of a company propose, in consultation with the Board of Directors to offer, in accordance with the provisions of any law for the time being in force, whole or part of their holding of shares to the public, they may do so in accordance with such procedure as may be prescribed.
(2) Any document by which the offer of sale to the public is made shall, for all purposes, be deemed to be a prospectus issued by the company and all laws and rules made thereunder as to the contents of the prospectus and as to liability in respect of mis-statements in and omission from prospectus or otherwise relating to prospectus shall apply as if this is a prospectus issued by the company.
(3) The members, whether individuals or bodies corporate or both, whose shares are proposed to be offered to the public, shall collectively authorise the company, whose shares are offered for sale to the public, to take all actions in respect of offer of sale for and on their behalf and they shall reimburse the company all expenses incurred by it on this matter.
Section 28, The Companies Act, 2013 (Act 18 of 2013).
Made under this section, and citing it
8 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.
- G.S.R No. 37(E) Companies Prospectus and Allotment of Securities Amendment Rules 2023 dated 20.01.2023Rule 2023
- G.S.R. 642(E)-Companies (prospectus and allotment of securities) amdnt Rules 2020Rule 2020
- commencement notification dt 21.12.2020Notification 2020
- Companies (Prospectus and Allotment of Securities) Amendment Rules, 2019.Rule 2019
- Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2019Rule 2019
- Companies Prospectus and Allotment of Securities) Second Amendment Rules, 2019.Rule 2019
- Commencement notification dated 07.12.2016Notification 2016
- Chapter III - The Companies (Prospectus and Allotment of Securities) Rules, 2014.Rule 2014
Another 1 instrument names this provision in its title or its text without being made under it.
Questions about Section 28
What does Section 28 of the Companies Act deal with?
Section 28 of the Companies Act is headed "Offer of sale of shares by certain members of company". Where certain members of a company propose, in consultation with the Board of Directors to offer, in accordance with the provisions of any law for the time being in force, whole or part of their holding of shares to the public, they may do so in accordance with such procedure as may be prescribed.
How do I find court cases under Section 28 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 28, section 28 Companies Act, section 28 of the Companies Act. People searching for it also type companies act 28 of 2004. 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 28 of the Companies Act, and has it changed?
The rules and notifications made under it are where it actually bites, and there are 8: most recently G.S.R No. 37(E) Companies Prospectus and Allotment of Securities Amendment Rules 2023 dated 20.01.2023 (2023), then G.S.R. 642(E)-Companies (prospectus and allotment of securities) amdnt Rules 2020 (2020), and 6 more.
When did Section 28 of the Companies Act come into force?
Section 28 of the Companies Act, cited as Companies Act 28, 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
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
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 16 Oct 2026. This page is not a substitute for legal advice.