Companies act

In relation to equity investments in private and unlisted companies, the requirement for three years profit and declaration of dividend was substantial bottleneck in practice and now provides effective tool for investors to invest at appropriate business valuation especially in relation transaction involving primary issuance by the companies.

Companies act model constitution

Provided that : a A director appointed by the appropriate department or by a managing agent, or by a corporate body, shall hold at the pleasure of the appointing authority. Recently, investors have widely used investment companies including foreign private equity funds as an investment vehicle and will stand to benefit by this regulatory clarification. Such action shall be continued until the loss or damage is fully recovered. Maximum number of directors a The flexibility allowed to a private company regarding the appointment of directors in desired number has been removed by the Amendment. In case the shares are partly paid up, the front side of the certificate shall explicitly indicate the amount which has been paid up and the balance due on such shares. Remunerations, Allowances, Rewards Etc. Provided that in case any promoter or director has resigned before the publication of the prospectus, or after having come to know about the false particulars contained therein, and publishes a notice to this effect for the information of the public prior to the sale or allotment of shares or debentures, he shall not be liable for such loss or damage. Further, the Amendment has also recognized the use of electronic signature in the documents to be submitted to the OCR. Accounts of the Company

Notice Regarding Capital A public company shall explicitly indicate also the number of subscribed shares, and the total amount actually paid thereon, in notices and advertisements relating to its authorized capital. In case any complaint is filed regarding ownership of shares connected with such transfer, action shall be taken according to the final decision of the court.

The said Section has also excludes certain companies from application of the Investment Ceiling.

Companies act subsidiary

Qualification of Directors 1 No person shall be appointed a director in the following circumstances : a In case he is below twenty-one years of age, b In case he is unsound-mind c In case he is insolvent, d In case he has been convicted by a court of theft, fraud, or misappropriation and embezzlement of goods or funds entrusted to him, and has been punished accordingly, or e In case he has any personal interest in any contract or transaction with the concerned company. Notice to be Issued by the Appropriate Department 1 The appropriate department shall issue a notice directing creditors whose names may have been omitted from the list submitted by the company under Section 39 to apply for having their names registered in the list. Brokerage Any person who places or sells shares may be paid brokerage at rates not exceeding these prescribed in the articles of the company from the amount paid on shares placed or sold by him, and the brokerage so paid shall be indicated in the balance sheet. Other Circumstances in Which Shares May be Transferred In case any shareholder dies or become is solvent, or in case the title to the shares held by him develves on any person under current Nepal law for any other reason, and in case the person so acquiring title thereto submits an application along with evidence, the shares shall be transferred in his name subject to the provisions of Sub-Section 1 of Section The Amendment has thus provided for the establishment of branch offices of the OCR. Board of Directors 1 There shall be a board of Directors consisting of at least three persons in the case of a public company, and two persons in the case of a private company. The memorandum and articles of the company On receipt of such application, the company shall act in accordance with the provisions of Sub-Section 3. Such amendments shall not be made in the memorandum and articles, and the share capital shall not be increased, without the approval of the department. Register of Shareholders 1 Every company shall maintain at its head office according to specimen form No. Provided that in case such company or subsidiary company has issued additional shares with the objective of increasing its capital, there shall be no restriction on his buying such shares.

In line with the provision, the OCR can now establish the branch offices and provide the services related to company registration and administration through such branch offices.

This requirement, however, is not applicable to- a private companies, or b even public companies without female shareholders. Qualification of Directors 1 No person shall be appointed a director in the following circumstances : a In case he is below twenty-one years of age, b In case he is unsound-mind c In case he is insolvent, d In case he has been convicted by a court of theft, fraud, or misappropriation and embezzlement of goods or funds entrusted to him, and has been punished accordingly, or e In case he has any personal interest in any contract or transaction with the concerned company.

companies act 2018

The amendment has added to this list telecom companies with paid capital higher than Rs 50 million. Provided that : a Until the preliminary general meeting is held, directors shall be appointed by the persons who sign the memorandum.

List of Creditors to be Sumitted to the Appropriate Department In case the company submits an application for the approval of a resolution seeking to reduce its capital, it shall also attach a list of all of its creditors along with their names and addresses, signed by all of its directors.

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COMPANIES ACT,