316. Minimum subscription
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(1) Unless all the shares or debentures offered for subscription by a prospectus issued to the public are underwritten, the prospectus shall state the minimum amount of money required to be raised by the company by issuing the shares or debentures, in this Division, referred to as the “minimum subscription”.
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(2) An allotment shall be not made of any shares or debentures of a company that are offered to the public unless the—
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(a) minimum subscription has been subscribed; and
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(b) sum payable on application for the shares or debentures has been received by the company;
and, if a cheque for the sum payable has been received by the company, the sum is deemed not to have been received by the company until the cheque is paid by the bank on which it is drawn.
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(3) If the conditions referred to in subsection (2) have not been complied with on the expiration of 40 days after the first issue of the prospectus, all moneys received from the applicants for any shares or debentures shall be repaid to them within 48 days after the issue of the prospectus and the directors of the company are, subject to subsection (4), jointly and severally liable to repay that money with interest at the rate of 6% per annum from the expiration of the forty-eighth day.
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(4) A director is not liable to repay moneys under subsection (3) if the default in any repayment of moneys was not due to any default or negligence on his or her part.
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(5) A condition is void that purports to require or bind any applicant for shares or debentures to waive compliance with a requirement of this section.
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(6) This section does not apply to an allotment of shares subsequent to the first allotment of shares offered to the public for subscription.