Company Act, 2063

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Section 18
Memorandum of Association
: (1) The following things should be mentioned in the memorandum of association of the company:-
(a) Name of the Company,
(b) the address where the registered office of the company is,
(c) Objectives of the Company,
(d) Works to achieve the objectives of the company,
(e) the amount of authorized capital of the company, the amount of share capital to be issued immediately by the company and the number agreed to be paid up by the founders of the company, (g) If there is any restriction on the purchase or transfer of shares,
(h) Number of shares agreed to be taken by the founders immediately,
(i) Terms of payment of share amount,
(j) Limited liability of shareholders,
(k) Maximum number of shareholders in case of private company,
(l) Other necessary things.
(2) In addition to the things written in sub-section (1), if any of the following things are done or will happen, such things should also be mentioned in the memorandum of association:-
(a) If the founder or any other person buys shares in any way other than cash or gets rights to the shares,
(b) if the company acquires any property in any way from the founder or any other person at the time of commencement of business,
(c) If the expenses incurred during the establishment of the company are to be borne by the company itself,
(d) If the founder or any other person gets any special concession or right from the company.
(3) As mentioned in clause (a) of sub-section (2), when the founder or any other person buys shares in any way other than cash or acquires rights in shares other than cash and mentioned in clause (b)As the case may be, when the company acquires any property from the founder or any other person at the time of starting the company's work, in the case of a public company, the valuation of such property must be done by a certified engineer or accounting practitioner.
(4) According to sub-section (3), the basis for valuing any property shall be as specified and if it is not specified, the person valuing such property shall mention the basis for valuing the details of the property.
(5) If the Memorandum is in conflict with this Act, it shall be automatically void to the extent of the conflict.
(6) The format of the memorandum of association shall be as prescribed.
Company Act, 2063
Chapter - 4
Section 27: Fixed price of shares and applicationSection 28: Allotment of SharesSection 29: Shares of premium price can be issuedSection 30: Shares with different rights and the rights of such shareholdersSection 31: Sending details of shares to the officeSection 32: Dealing in securitiesSection 33: Share CertificateSection 34: Debenture raisingSection 35: Debenture Raising ProcedureSection 36: There should be an agreement between the debenture trustee and the companySection 37: The Debenture Trustee can inquire and demand detailsSection 38: Company to submit periodic statement to Debenture TrusteeSection 39: Rights and Obligations of the Debenture TrusteeSection 40: Debenture Trustee ChargesSection 41: Debenture Trustee to have rights of debenture holderSection 42: Shares or debentures can be sold or mortgagedSection 43: Cancellation of filing of shares or debenturesSection 44: Refusal to register shares or debenturesSection 45: Other conditions of cancellation of share or debenture filingSection 46: Shareholder's and Debenture Holder's Register BookSection 47: Information related to rights in sharesSection 48: Shareholder's AddressSection 49: List of shareholdersSection 50: Basic ShareholdersSection 51: Cost of Shares, Debentures and DebenturesSection 52: Claim on SharesSection 53: Payment of amount for sharesSection 54: Paying the amount of shared sharesSection 55: Deemed entitled to share debenturesSection 56: Rights of the company to alter the share capitalSection 57: Reduction of share capitalSection 58: Procedure for obtaining approval of the court to reduce the share capitalSection 59: Liability of shareholders in shares with reduced capitalSection 60: that directors are liable if the net worth of the company decreasesSection 61: The company should not purchase its own sharesSection 62: The company should not provide any loan or financial assistance to purchase its sharesSection 63: Approval required to start businessSection 64: Shares not to be issued or sold at a discountSection 65: Preference sharesSection 66: Prohibition on minors and persons ineligible to enter into contracts according to lawSection 66A: कर्मचारी शेयर बिक्री योजना
Chapter - 5
Section 67: General meeting of the companySection 68: Directors must be presentSection 69: Legitimacy of the meetingSection 70: Condition of not being able to participate and vote in the meetingSection 71: Right to vote in the general meetingSection 72: Provision for voting during the election of directorsSection 73: QuorumSection 74: Discussion and decisionSection 75: Details to be keptSection 76: Annual General MeetingSection 77: Matters to be presented and decided at the annual general meetingSection 78: Report to be submitted to the officeSection 79: Preparation of documents for the annual general meetingSection 80: Submitting Annual StatementSection 81: Penalty for not sending detailsSection 82: Special General MeetingSection 83: Special proposal to be submittedSection 84: Arrangement for sending summary financial statement to shareholdersSection 85: Registration number to be mentioned
Chapter - 6
Section 86: Board of directors and number of directorsSection 87: Appointment of directorsSection 88: Shares to be taken for the purpose of being a directorSection 89: Inability to be appointed or hold the position of directorSection 90: Tenure of directorsSection 91: Remuneration, Allowances, Rewards, etc. of DirectorsSection 92: Operators should be informedSection 93: Dealings with companies in which directors are involvedSection 94: The director should inform about the sharesSection 95: Rights and Duties of the Board of DirectorsSection 96: Appointment of managing director and management of the companySection 97: Meeting of the board of directorsSection 98: Notice of the meeting of the board of directorsSection 99: Accountability and responsibility of the directorsSection 100: Disclosure of securitiesSection 101: Prohibition on providing loans to officers or shareholdersSection 102: Officers should not give false statementsSection 103: Transactions with other persons and jurisdiction of the companySection 104: to be binding on the CompanySection 105: Restrictions on the authority of directorsSection 106: Acknowledgment of Actions DoneSection 107: Register book of director and company secretary
Chapter - 21
Section 172: Company records and use of computerSection 173: which can be converted into a company owned by the Nepalese governmentSection 174: The ex-owner must submit to the current ownerSection 175: Transactions between affiliated companiesSection 176: Prohibition on Transactions between CompaniesSection 177: that can merge the companySection 178: Authority to give instructionsSection 179: Bonus shareSection 180: Actions taken in case of violation of this Act or the regulations will be null and voidSection 181: Company Transaction NoticeSection 182: DividendsSection 183: Investor Protection FundSection 184: Company's OfficeSection 185: Appointment of Company SecretarySection 186: Duties, Duties and Powers of the Company SecretarySection 187: Recognition of the agreement between the shareholdersSection 187A: TheSection 188: After the Companies Ordinance, 2062 has become inoperative, the effect thereof