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The Companies Acts 2053 B.S. (1997)
In CD
Table
of Contents
CHAPTER
– 1 Preliminary
1. Short Title and Commencement
2. Definition
CHAPTER
– 2: Incorporation of Company
3.
Incorporation of a Company
4. Application for incorporation of a Company
5. Registration of a Company
6. Refusal to register the Company
7. Information of refusal to register the Company
8. Company to be treated as body incorporate
9. Liability to be limited
10. Number of Shareholders
11. Conditions to be complied with by a Company
12. Conversion of Private Limited Company into Public Limited
Company
13. Conversion of Public company into private Company
14. Service of Notice, summon etc.
CHAPTER
– 3: Memorandum, Articles and Prospectus
15. Memorandum
16. Memorandum to be signed
17. Articles
18. Amendment to Memorandum and Articles
19. Publication of Memorandum and Articles
20. Publication of Prospectus
21. Matters to be discussed in the prospectus
22. Duty and Liability of the Company
23. Responsibility for particulars stated in the prospectus
24. Issue of copy
CHAPTER – 4 Shares and Debentures
25. Face value of the Share and Application
26. Allotment of shares
27. Particulars of Shares to be submitted with office
28. Deal of stocks
29. Share certificate
30. Raising Loans or Issue of Debentures
31. Share or Debenture may be sold or pledged
32. Transfer of Share and Debenture
33. Refusal to register Share or Debenture
34. Other circumstances when share or debenture can be transferred
35. Register of Shareholder and Debentureholder
36. Records of Shares, Debentures, Loans etc:
37. Lien on Shares
38. Payment on call against shares
39. Payment of Installment Regarding Shares Held Jointly:
40. Equal Portion on the Shares to be Presumed:
41. Owners of Shares and Debentures:
42. Increase of Share Capital:
43. Reduction of Share Capital:
44. List of Creditors to be Submitted to the Office:
45. Notice to be Issued by the Office:
46. Matter of Reducing of Share Capital to be Indicated in Share
Certificate:
47. Prohibiting the Company from Purchasing its Own Shares:
48. Notice on Capital:
49. To Obtain Approval:
50. Not to Sell Shares or Debentures on Discount:
51. Preference Shares:
52. Debenture may be Converted into Share:
53. Prohibition on Transaction in Securities:
CHAPTER
– 5 Meeting of Company
54. General Meeting of Company:
55. Directors to be Present at General Meeting:
56. Legality of Meeting:
57. Circumstances in Which Attendance or Voting is Prohibited
at Meeting:
58. Right to vote at General Meeting:
59. Right to Vote in Appointment of Director:
60. Quorum:
61. Discussion and Decision:
62. Minutes:
63. Annual General Meerting:
64. Matters to be Presented and Discussed at the Annual General
Meeting:
65. Preparation of Documents for the Annual General Meeting:
66. Details to be Forwarded to the Office:
67. Extra-ordinary General Meeting:
68. To Submit Special Resolution:
CHAPTER
- 6 Board of Directors
69. Directors to Provide Information:
70. Boardof Directors:
71. Appointment of Directors:
72. Shares Qualification of Directors:
73. Circumstances Where One is Disqualified to be Appointment
to or Continue to Hold the Post of Directors:
74. Term of Office of Directors:
75. Remuneration, Allowances, Rewards etc. of Directors:
76. Powers and duties of the Board of Directors:
77. Appointment of Managing Director, and Management of Company:
78. Meeting of the Board of Directors:
79. Validity of Action already Done:
80. Responsibilty and Liability of Directors:
81. Register of Directors:
CHAPTER-7
Accounts and Records of Company
82. Accounts of Company:
83. Preparation of Annual Account and Reports:
84. Balance Sheet, and Profit and Loss Account :
CHAPTER-8
Audit
85. Company to Appoint Auditor:
86. Appointment of Auditor:
87. Persons who cannot be appointed as Auditors:
89. Failure to Appoint Auditor:
90. Accounts and Records to be Furnished:
91. Functions and Duties of Auditor:
92. Auditor to Certify:
93. Requirement to Notify:
94. Remuneration of Auditor:
CHAPTER
– 9 Demand for Explanations and Investigations
95. Demand for Explanations and Investigations
96. Power of the Office to Depute Inspectors:
97. Office to Depute Inspectors on its Own:
98. Accounts and Records etc, To be Provided:
99. Submission of Report:
100. Expenses of Investigations:
CHAPTER
– 10 Liquidation of Company
101. Circumstances in which the office may Liquidate a Company:
102. Procedure of Liquidation of a Company:
103. Appointment and Remuneration of liquidator and auditor:
104. To Take Custody of Assets of the Company:
105. Power of the Liquidator:
106. Power to Convene Meeting of Creditors:
107. To Maintain Accounts / Records Accurately:
108. Liquidator to Submit Accounts:
109. Priority in Settlement of Liabilities :
110. Requirements to give Notice of Fraud Against Company or Creditors:
111. Voluntary Liquidation of Company:
112. Proposal of Voluntary Liquidation:
113. Not to Carry on Business:
114. Payment for Debts or Liabilities of the Company:
115. To Make Application:
116. Where Liquidator Proceedings Are not Completed Within One
Year:
117. Description to be Submitted to the General Meeting:
118. Dissolution of Company:
119. Not to Affect the Powers of the Office:
CHAPTER
– 11 Principal and Subsidiary Companies
120. Control over subsidiary Company:
121. Documents to be Enclosed:
122. Prohibition of Investment in the Principal Company:
CHAPTER
– 12 Special Provisions on Private Company
123. Unanimous Agreement:
124. Power of Shareholders to Inspect Accounts:
125. Details of Transactions:
CHAPTER
– 13 Proceedings of Case and Punishments
126. Complaints and Proceedings Relating to Cases Under This Act:
127. Punishment With Fine of Up to Twenty Thousand Rupees or Imprisonment
for a Term not Up to Two Years or Both:
128. Punishment With Fine of Up to Ten Thousand Rupees:
129. Punishment With Fine of Up to Five Thousand Rupees:
130. Realization of Amount of Loss:
131. Prohibition on Discrimination Against Shareholder:
132. Shareholder May File Case on Behalf of Company:
CHAPTER
– 14 Miscellaneous
133. Outgoing Person to hand over documents to Successor:
134. Provision Concerning Company Board:
135. Amalgamation of Company:
136. Power to Issue Direction:
137. Bonus Share:
138. Action Taken in Contravention of This Act or The Articles
to be Invalid:
138. Notice Regarding Business of the Company:
139. Dividend:
140. Office of the Company:
141. Appointment of the Company Secretary:
142. Functions, Duties and Powers of Company Secretary:
143. Repeal and Saving:
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