Companies Act, 2063(2006), Chapter 3 - NEPAL MONETARY SOLUTIONS (NMS)

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Wednesday, April 9, 2014

Companies Act, 2063(2006), Chapter 3

CHAPTER 3
Memorandum of Association, Articles of Association and prospectus

(1) The Memorandum of Association of a company shall state the following matters:

  • (a) The name of company,


(1) The memorandum of association of a company shall state the full names and addresses of its promoters, indicate the number of shares which each promoter has undertaken to subscribe and be signed by each of them.

(2) The memorandum of association shall clearly contain ….Read More….

(1) A company shall frame the articles of association in order to attain the objectives set forth in its memorandum of association and carry out its activities in a well –managed manner.

(2) The articles of association shall state the following matters:

(1) The general meeting of a company may, subject to Section 6, amend the memorandum of association or articles of association, by adopting a special resolution to that effect.

(2) The company shall give information of any amendment made to the memorandum of association or articles of the association pursuant to Sub-section (12)to the Office within thirty days; the Office shall record ….Read More….

(1) A public company shall publish its memorandum of association and articles of association within three months after getting the license to commence its business.

(2) If any amendment is made to the memorandum of association and articles of association of a public company, ….Read More….

(1) A public company shall publish its prospectus prior to issuing its securities publicly.

(2) Prior to the publication of prospectus under Sub-section(1), the prospectus signed by all directors of the company has to be submitted, along with a written application made to the Securities Board for approval, ….Read More….

(1) It shall be the duty and obligation of the concerned company to abide by the matters contained in the prospectus published under Section (23).

(2) The directors who have signed the prospectus as referred to in Sub-section(1) shall be liable for the matters mentioned ….Read More….

(1) If any shareholder or any other person concerned demands for a duplicate copy of the memorandum of association, prospectus, annual accounts and auditor directors report or any document submitted by the company to the Office the concerned company shall provide a duplicate copy of such document by collecting the fees prescribed in the articles of association.
               Provided, however, that any ….Read More….

(1) A company which intends to use a seal in its transactions shall make the seal in its name in clear legible letters.

(2) The company using the seal as referred to in Sub-section (1), shall use it in any reports and records to be submitted on its behalf ….Read More….

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