Companies Act 2014 section 1357

Untrue statements and omissions in prospectus: criminal liability

Section 1357 establishes criminal liability for any person who authorises the issue of a prospectus that contains untrue statements or omits information required under EU prospectus law.

• A person who authorises a prospectus containing an untrue statement or omitting required information commits a category 2 offence, unless they can establish a valid defence.
• Defences include proving that the untrue statement was immaterial, that the person honestly believed it to be true up to the time of issue, that an omission was immaterial or unknown to them, or that the circumstances reasonably excuse the error.
• The competent authority designated under the Domestic Regulations may bring and prosecute summary proceedings for offences under this section.
• At trial, the judge or jury must consider whether there were reasonable grounds for any claimed honest belief or honest mistake, alongside all other relevant matters.