2A. (1) ¹[No issuer, or no company] incorporated in Bangladesh shall, except with the consent of the Commission, make an issue of capital outside Bangladesh. (2) ²[No issuer, or no company], whether incorporated in Bangladesh or not, shall, except with the consent of the Commission,-(a) make an issue of capital in Bangladesh;(b) make in Bangladesh any public offer of securities for sale;(c) renew or postpone the date of maturity or repayment of any security maturing for payment in Bangladesh. (3) The Commission may, on an application made to it, make an order according recognition to an issue of capital made or to be made outside Bangladesh. ³[(4) While giving consent under sub-section (1) & (2) commission shall not fix the price of the issue.]

⁴[2B. (1) Every prospectus or other document offering for subscription or publicly offering for sale any securities shall, before its issuance, be submitted to the commission for its examination, in such form and manner and containing such information as may be prescribed , and such prospectus or other document shall be issued only after the commission permits its issuance on being satisfied that it has complied with all the requirements of this Ordinance or the rules and of any other law relating thereto:Provided that the consent of the commission to the issue or offer of the securities shall not absolve the responsibility of the issuer for the merit and accuracy of the offering. (2) No person shall issue in Bangladesh any prospectus or other document offering for subscription or publicly offering for sale any securities which does not include a statement that - (a) Its issuance has beer permitted by the commission ;and (b) the consent of the commission has been obtained to the issue or offer of the securities.]

2C. No person shall accept or give any consideration for any securities in respect of an issue of capital made or proposed to be made in Bangladesh or elsewhere unless the consent or recognition of the Commission has been accorded to such issue of capital.

⁵[ 2CC. Notwithstanding anything contained in কোম্পানী আইন, ১৯৯৪ (১৯৯৪ সনের ১৮নং আইন) or in any other law for the time being in force, or in any contract or any Memorandum and Articles of Association of any company, any consent or recognition accorded under section 2A, section 2B or section 2C, whether before or after the commencement of this section, shall be subject to such conditions, if any, as the Commission may, from time to time, think fit to impose.]

2D. (1) The Commission may, by general order which shall be notified in the official Gazette, provide for the granting of exemption from all or any of the provisions of sections 2A, 2B and 2C. (2) The Commission may, by order, condone a contravention of any of the provisions of section 2A or section 2B and on the making of such order the provisions of this Ordinance shall have effect as if an exemption had been granted under sub-section (1) of this section in respect of the thing done or omitted to be done in contravention of section 2A or section 2B, as the case may be.

2E. Any officer authorised in this behalf by the Commission may, for the purpose of inquiring into the correctness of any statement made in an application for consent or recognition to an issue of capital or for the purpose of ascertaining whether or not the requirements of any condition attached to a order according such consent or recognition have been complied with, require any company, or any officer of a company, which has made such application or obtained such order to submit to him such accounts, books or other documents or to furnish to him such information, as he may reasonably think necessary.

2F. No person shall, when complying with any requisition under section 2E or when making any application for consent or recognition to an issue of capital, give any information or make any statement which he knows, or has reasonable cause to believe, to be false or not true in any material particular.]

⁶[2G. All orders made or deemed to have been made under the Capital Issues (Continuance of Control) Act, 1947 (XXIX of 1947), and in force on the commencement of this section, shall continue to be in force and be deemed to be orders made under this Ordinance.]