Section 156

the Registrar is of the opinion that the prospectus does not comply with any provision of this Act;

the issue or invitation in respect of the shares or debentures to which the prospectus relates does not comply with this

Act; or

Companies 175

the Registrar is of the opinion that the prospectus contains any statement or information that is false or misleading or that the prospectus contains any statement or information from which there is a material omission.

If the Registrar is of the opinion that the corporation or the directors of the corporation making such offer or invitation is not a fit and proper person to make such an issue or invitation to the public, the

Registrar may refuse to register the prospectus.

For the purposes of subsection (2), a director shall include a proposed director named in the prospectus and any other person falling under the definition of a director.