What is Deemed Prospectus: Meaning and Why It Matters

A deemed prospectus is any document that, although not labelled “prospectus”, is treated as one when an existing shareholder (or an intermediary) offers securities to the public. Section 25 of the Companies Act 2013 states that “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”.

Put simply, the deemed prospectus meaning revolves around intent: if the public is being invited to buy, the law cares more about disclosure than about the title on the cover.

• Table of contents

• How it differs from a regular prospectus
• Legal framework and SEBI regulations
• Use in public offers and IPOs
• Types of deemed prospectus
• Why deemed prospectus matters?

How it differs from a regular prospectus

A regular prospectus is issued directly by the company when it raises fresh capital. A deemed prospectus appears when existing holders or an underwriter re-offer shares to the public.

• Timing: Regular prospectus accompanies a fresh issue; deemed prospectus surfaces after allotment but before resale to the public.
• Section triggers: Regular prospectus is covered by Sections 26 to 32, while deemed prospectus is covered by Section 25.

To summarise, the main difference between prospectus documents is that the route to market differs; investor protection remains the same.

Legal framework and SEBI regulations

Let us look at some important regulations by SEBI on deemed prospectus:

• Companies Act 2013, sections 25 to 32 – lay down what must be disclosed and the civil / criminal liability for misstatements.
• SEBI (ICDR) Regulations 2018 – make issuers follow the same content, vetting and filing standards whether the document is labelled prospectus, red herring, shelf or placement document.
• Offer for Sale – often triggers a deemed prospectus situation when promoters offload shares.
• Under Regulation 25(1) of the SEBI ICDR Regulations,- a draft deemed prospectus must reach SEBI at least 30 days before opening; the regulator issues its final observations, valid for 12 months, once all queries are cleared. Non-filing or omissions can attract penalties.

Use in public offers and IPOs

A deemed prospectus most commonly surfaces in:

• Offer for sale (OFS): Promoters or private equity (PE) funds sell pre-existing shares alongside a fresh issue.
• Vendor placements before listing: An intermediary allots shares, then markets them to retail investors.

Because every IPO that includes an OFS tranche must attach this document, the phrase deemed prospectus in IPOs is now routine in Draft Red Herring Prospectus (DRHP) filings.

Types of deemed prospectus

Legally, the “deemed” label can be attached to more than one kind of offer document hence types of deemed prospectus include:

All three are deemed prospectus explained in statutory text, the intent to protect investors overrides nomenclature as explained previously.

Why deemed prospectus matters?

• Uniform disclosures: Balance sheet, risk factors, object of sale, promoter background, everything that appears in a full prospectus must also appear here.
• Liability parity: Directors, vendors and experts face the same civil and criminal consequences for mis-statements.
• Price discovery: OFS documents often reveal floor prices and valuation benchmarks that can help investors gauge fair value ahead of listing.
• Transparency in secondary sales: Without Section 25, large block sales might dodge prospectus rules; the deeming provision closes that loophole.

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Conclusion

A deemed prospectus is a legal safety net: whenever securities already allotted find their way to the public, the document inviting investors is treated exactly like a prospectus. Understanding this framework ensures that retail buyers in IPOs or OFS issues receive the same depth of information and statutory protection as in any fresh issue. In other words, the law makes sure the label may change, but the safeguards do not––investor vigilance still counts.

FAQs:

What is the difference between deemed and red herring prospectus?

A red herring prospectus precedes price discovery in a fresh issue (Section 32); a deemed prospectus arises when existing shares are re-offered (Section 25). Both demand identical disclosures.

Why is a deemed prospectus important in IPOs?

It brings OFS tranches under full prospectus scrutiny, ensuring retail investors get complete information even when no new shares are created.

Is a deemed prospectus mandatory?

Yes, thanks to the Section 25 of the Companies Act 2013, the document must comply with prospectus rules; there is no opt out.

Who issues a deemed prospectus?

Technically, the vendor or intermediary issuing the offer for sale prepares it, but the company is deemed to have issued it and shares legal liability.

Does SEBI regulate deemed prospectus formats?

Absolutely. SEBI’s ICDR Regulations and relevant circulars prescribe the same format, vetting process and public domain filing as a standard prospectus.