June 21, 2024

Legal Advisors

Lawyers, Legal Advisors, Law Firm, Nepal

Preliminary of Company in Nepal

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Below are some preliminary or terminology used in Company Act, 2063. It is wise to learn below definition to be familiar with such terminologies as per Company Act of Nepal.

1. Short title and commencement:
(1) This act may be called as the “Companies Act, 2063(2006)”.
(2) This Act shall be deemed to have come into force on 20 Ashwin 2063 (6 October 2006).

2. Definitions: In this Act, unless the subject or the context otherwise requires,
(a) “Company” means a company incorporated under this Act.
(b) “Private company” means a private company incorporated under this Act.
(c) “Public company” means a company other than a private company.
(d) “Holding company” means a company-having control over a subsidiary company.
(e) “Subsidiary company” means a company controlled by a holding company.
(f) “Foreign company” means a company incorporated outside Nepal.
(g) “Listed company” means public company which has its securities listed in the stock exchange.
(h) “company not distributing profits” means company incorporated under Chapter 19 on conditions that it shall not be entitled to distribute or pay to its members any dividends or any other moneys out of the profits earned or savings made for the attainment of any objectives.
(i) “Promoter” means a person who, having consented to the matters contained in the memorandum of association and the articles of association to be furnished in the Office for the incorporation of a company, signs the same in the capacity of promoter.
(j) “Officer” includes director, chief executive, manager, company secretary, liquidator and any employee undertaking departmental responsibility of thecompany.
(k) “Memorandum of association” means the memorandum of association of a company.
(l) “Articles of association” means the articles of association of a company.
(m) “Prospectus” means a prospectus to be published by a company pursuant to Section 23.
(n) “Share” means the divided portion of the share capital of a company.
(o) “Preference share” means a share issued as a preference share pursuant to this Act.
(p) “Ordinary share” means a share other than a preference share.
(q) “Bonus share” means a share issued as an additional share to shareholders, by capitalizing the saving earned from the profits or the reserve fund of a company, and this term includes the increase of the paid up value of a share by capitalizing the saving or reserve fund.
(r) “Shareholder” means a person having ownership in the share of a company.
(s) “Debenture” means any bond issued by accompany whether putting its assets as collateral or not.
(t) “Debenture trustee” means a body corporate undertaking the responsibility for the protection of interests of debenture-holders at the time of issuance of debentures by a company.
(u) “Register” means a register of shareholders or debenture-holders maintained under Section 46.
(v) “Seal of company” means the seal of a company to be used by it.
(w) “Securities Board” means the securities board established under the prevailing law to regulate and manage securities.
(x) “Securities” means any shares, bonds, debentures or stocks issued by a company, and this term includes the receipt relating to deposits of securities and the rights and entitlement relating to securities.
(y) “Director” means any director of a company and this term includes any alternate director.
(z) “Board of directors” means the board of directors of a company.
(z1) “Managing director” means a managing director of a company.
(z2) “Premium share” means a share so issued by a company as to sell it for a value in excess of its face value.
(z3) “Net worth” means the assets of a company remaining after deducting the paid up capital, reserve, fund or free reserve of whatever designation to which shareholders have right or all other liabilities other than goodwill, if any, of the company as well as loss provisions , if any, from the total assets of the company for the time being.
(z4) “Consensus agreement” means an agreement made unanimously by all the shareholders of a private company existing for the time being in respect of the operation of the company.
(z5) “Office” means the Company Registrar’s Office set up by the Government of Nepal for the administration of companies.
(z6) “Register” means the Registrar of the Office.
(z7) “Independent director” means any independent director appointed under Sub-section (3) of Section 86.
(z8) “Court” means the commercial bench of a court specified by the Government Nepal by a notification in the Nepal Gazette, with the consent of the Supreme Court.
(z9) “Close relative” means a partition shareholder in joint family or husband, wife, father, mother, mother-in -law, father-in- law, elder brother, younger brother, elder sister, younger sister, sisterin– law ,(elder or younger brother’s wife), brother-in– law , sister–in–law, brother-in- law, (husband of elder sister), uncle, aunt, maternal uncle, maternal aunt, son, daughter, daughter-in-law ,grand–son, grand-daughter, grand-daughter-in– law or son-in–law.
(z10) “Prescribed” or “as prescribed” means prescribed or as prescribed by the Government of Nepal by anotification in the Nepal Gazette.

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