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Section 17
Pre-incorporation agreement
: (1) The agreement entered into before the establishment of the company shall be only a proposed agreement and such agreement shall not be binding on the company.
(2) Before the establishment of the company, if any person transacts any transaction on behalf of the company or receives a contract, such person shall be personally liable under sub-section (3) for the contract related to such transaction.
(3) Within the time mentioned in any transaction or within a reasonable time after the establishment of the company, if the company's actions, conduct or behavior before the date of obtaining the right to start the business, accept the actions taken or agree to such actions, then the business company and another of the contract shall be binding on the parties and the person who takes such action on behalf of the company shall be exempted from the personal liability to be incurred as per sub-section (2).
(4) Notwithstanding anything written elsewhere in this section, the agreement entered into before the establishment of a private company shall be as written in the unanimous agreement of such company.
(2) Before the establishment of the company, if any person transacts any transaction on behalf of the company or receives a contract, such person shall be personally liable under sub-section (3) for the contract related to such transaction.
(3) Within the time mentioned in any transaction or within a reasonable time after the establishment of the company, if the company's actions, conduct or behavior before the date of obtaining the right to start the business, accept the actions taken or agree to such actions, then the business company and another of the contract shall be binding on the parties and the person who takes such action on behalf of the company shall be exempted from the personal liability to be incurred as per sub-section (2).
(4) Notwithstanding anything written elsewhere in this section, the agreement entered into before the establishment of a private company shall be as written in the unanimous agreement of such company.
Company Act, 2063
Preamble - 0
Chapter - 2
Section 3: Incorporation of the companySection 4: Application for incorporation of companySection 5: Company to be registeredSection 6: Company registration may be refusedSection 7: Company to be an organized bodySection 8: Limitation of LiabilitySection 9: Number of ShareholdersSection 10: Conditions to be followed by the companySection 11: Paid-up capital of public companiesSection 12: A public company that must be a public company to carry out certain transactionsSection 13: Converting a private company into a public companySection 14: Conversion of a public company into a private companySection 15: Service of deadline, notice etc.Section 16: Duties and duties of the registrarSection 17: Pre-incorporation agreement
Chapter - 3
Section 18: Memorandum of AssociationSection 19: To be duly printed in the management paperSection 20: RegulationsSection 21: Amendment to Articles of Association or RegulationsSection 22: Articles of Association and Regulations to be publishedSection 23: Prospectus to be publishedSection 24: Accountability of the things written in the prospectusSection 25: Copies to be givenSection 26: Company seal and its use
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 - 8
Section 110: Auditors to be appointed by the companySection 111: Appointment of auditorsSection 112: Inability to be appointed auditorSection 113: The office can appoint an auditorSection 114: Accounts and accounts to be given Section 115: Duties and Duties of the AuditorSection 116: Auditor's accuracy in the audit reportSection 117: Notice to be givenSection 118: Auditor's RemunerationSection 119: Dismissal of an appointed auditor
Chapter - 10
Section 126: Dissolution (Liquidation) of a company capable of paying debtsSection 127: Appointment of liquidator and auditorSection 128: According to prevailing laws related to DamasahiSection 129: If the company is unable to pay the obligations, an application should be made.Section 130: The liquidator can take over the assets of the companySection 131: LIQUIDATOR'S RIGHTS AND DUTIESSection 132: Cancellation of Company RegistrationSection 133: Creditors and shareholders can complainSection 134: Taking action in case of fraud or fraudSection 135: No Impact on the Rights of Secured Creditors
Chapter - 14
Section 145: Unanimous agreementSection 146: Shareholder's right to inspect accountsSection 147: Details of transactionsSection 148: Annual general meeting not to be heldSection 149: Passing written resolution by a private companySection 150: deemed to have attended the general meetingSection 151: Special discount for companies doing specified transactions
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