- Preamble
- Section 1 Short title and commencement
- Section 2 Definitions
- Section 3 Incorporation of Company
- Section 4 Application to be made for incorporation of company
- Section 5 Registration of company
- Section 6 Power to refuse to register company
- Section 7 Company to be a body corporate
- Section 8 Limited liability
- Section 9 Number of shareholders
- Section 10 Terms to be abided by company
- Section 11 Paid up capital of public company
- Section 12 To be incorporated as public company to carry on some specific transactions
- Section 13 Conversion of private company into public company
- Section 14 Conversion of public company into a private company
- Section 15 Service of summons, notice etc
- Section 16 Functions and duties of Registrar
- Section 17 Pre-incorporation contract
- Section 18 Memorandum of Association
- Section 19 Signature to be affixed on memorandum of association
- Section 20 Articles of association
- Section 21 Amendment to memorandum of association and articles of association
- Section 22 Memorandum of association and articles of association to be published
- Section 23 Prospectus to be published
- Section 24 Liability for matters contained in prospectus
- Section 25 Duplicate copies to be issued
- Section 26 Seal of company and its use
- Section 27 Face value of shares and application
- Section 28 Allotment of shares
- Section 29 Power to issue shares at premium
- Section 30 Shares with different rights and rights of such shareholders
- Section 31 Return of shares to be filed with office
- Section 32 Dealing in securities
- Section 33 Share certificate
- Section 34 Raising loans or issuing debentures
- Section 35 Procedures for issuing debentures
- Section 36 Agreement to be concluded between debenture trustee and company
- Section 37 Inquiry and demand of statements by debenture trustee
- Section 38 Company to submit periodic statements to debenture trustee
- Section 39 Rights and liabilities of debenture trustee
- Section 40 Service charges to be collected by debenture trustee
- Section 41 Debenture trustee to have rights of debenture-holder
- Section 42 Sale or pledge of shares or debentures
- Section 43 Transmission of shares or debentures
- Section 44 Refusal to register share or debenture
- Section 45 Other circumstances where shares or debentures may be transmitted
- Section 46 Shareholder and debenture-holder register
- Section 47 Information on title to share
- Section 48 Address of shareholder
- Section 49 Index of shareholders
- Section 50 Substantial shareholders
- Section 51 Inventory of shares, debentures and loans
- Section 52 Lien on shares
- Section 53 Payment of amount for shares
- Section 54 Payment of amount of shares held jointly
- Section 55 Ownership of shares and debentures
- Section 56 Power of company to alter its share capital
- Section 57 Reduction of share capital
- Section 58 Procedures for obtaining approval of Court to reduce share capital
- Section 59 Liability of shareholders in respect of reduced share capital
- Section 60 Directors to be responsible in the case o f loss of net worth of company
- Section 61 Prohibition on purchase by company of its own shares
- Section 62 Prohibition on providing loan or financial assistance by company to purchase its own shares
- Section 63 To obtain approval for commencing business
- Section 64 Prohibition on issue or sale of shares at a discount
- Section 65 Preference shares
- Section 66 Restriction on minor and person disqualified under law to make contract to be promoter
- Section 67 General meetings of company
- Section 68 Directors required to be present
- Section 69 Legality of meeting
- Section 70 Cases where attendance or voting in meeting is restricted
- Section 71 Right to vote in general meeting
- Section 72 Provision on voting in election of director
- Section 73 Quorum
- Section 74 Discussion and decision
- Section 75 Minutes to be kept
- Section 76 Annual general meeting
- Section 77 Matters to be presented and decided in annual general meeting
- Section 78 Report to be submitted to Office
- Section 79 Preparation of documents for annual general meeting
- Section 80 वार्षिक विवरण पेश गर्ने
- Section 81 Fine to be imposed in case of failure to submit returns
- Section 82 Extra-ordinary general meeting
- Section 83 Special resolutions to be presented
- Section 84 Provisions on sending abstract of financial statement to shareholders
- Section 85 Registration number to be mentioned
- Section 86 Board of directors and number of directors
- Section 87 Appointment of directors
- Section 88 Shares qualification of director
- Section 89 Circumstances where one is disqualified to be appointed to, or continue to hold, office of director
- Section 90 Term of of office of directors
- Section 91 Remuneration, allowance, reward etc. of directors
- Section 92 Disclosure by directors
- Section 93 Transaction with company in which director is involved
- Section 94 Directors to make disclosure in shares
- Section 95 Powers and duties of board of directors
- Section 96 Appointment of managing directors, and management of company
- Section 97 Meetings of board of directors
- Section 98 Notice of meeting of board of directors
- Section 99 Responsibilities and duties of directors
- Section 100 Disclosure about securities
- Section 101 Prohibition on loans to officers or shareholders
- Section 102 Prohibition on giving false statements by officers
- Section 103 Transaction with other person and jurisdiction of company
- Section 104 Company to be bound
- Section 105 Restrictions on authority of directors
- Section 106 Validity of acts already done
- Section 107 Registers of director and company secretary
- Section 108 Accounts of company
- Section 109 Annual financial statement and report of board of directors
- Section 110 Company to appoint auditor
- Section 111 Appointment of auditor
- Section 112 Disqualifications of auditor
- Section 113 Power of Office to appoint auditor
- Section 114 Accounts and records to be furnished
- Section 115 Functions and duties of auditor
- Section 116 Audit report to bear auditor?s signature
- Section 117 Information to be provided
- Section 118 Remuneration of auditor
- Section 119 Provision relating to removal of appointed auditor
- Section 120 Power of Office to call for explanation
- Section 121 Power of Office to depute inspector
- Section 122 Functions, duties and powers of inspector
- Section 123 Assistance to be rendered to inspector
- Section 124 Report to be submitted
- Section 125 Expenses of investigation
- Section 126 Liquidation of company able to pay its debts
- Section 127 Appointment of liquidator and auditor
- Section 128 Application of prevailing law on insolvency
- Section 129 Application to be made in the event of inability of company to pay liabilities
- Section 130 Power of liquidator too take into custody and under control property of company
- Section 131 Powers and duties of liquidator
- Section 132 Cancellation of registration of company
- Section 133 Power of creditor and shareholder to make complaint
- Section 134 Action to be taken in cases of fraud or deception
- Section 135 Right of secured creditors not to be affected
- Section 136 Power of Office to cancel registration
- Section 136A Special arrangement regarding the winding up of the Company
- Section 137 Restoration of registration of company of which registration was canceled
- Section 138 Power to prevent directors and officers from doing unauthorized act
- Section 139 Remedy for act done against rights and interests of shareholders
- Section 140 Right to shareholder to institute case on behalf of company
- Section 141 Acquisition or sale of property
- Section 142 Control over subsidiary company
- Section 143 Documents to be enclosed
- Section 144 Prohibition on investment in holding company
- Section 145 Computation of income earned from investment
- Section 146 Power of shareholder to inspect books of account
- Section 147 Return of transactions
- Section 148 Holding of annual general meeting not required
- Section 149 Adoption of written resolution by private company
- Section 150 Deemed participation in general meeting
- Section 151 Special exemption companies carrying on prescribed transaction
- Section 152 Single shareholder company not required to call meeting of the board of director and general meeting
- Section 153 Transfer and transmission of shares of single shareholder company
- Section 154 Registration of foreign company
- Section 155 Submission of documents by foreign companies
- Section 156 Books of account, audit and annual report of foreign company
- Section 157 Power of attorney
- Section 158 Cancellation of registration and liquidation of a foreign company
- Section 159 Complaints and proceedings relating to cases under this Act
- Section 160 Punishment with fine not exceeding fifty thousand rupees or with imprisonment for a term not exceeding two years or with both
- Section 161 Punishment with fine not exceeding fifty thousand rupees
- Section 162 Punishment with fine not exceeding twenty thousand rupees
- Section 163 Realization of amount of loss
- Section 164 Audit Committee
- Section 165 Functions, duties and powers of audit committee
- Section 166 Establishment of company not distributing profits
- Section 167 Special provisions relating to company not distributing profits
- Section 168 Formation of Company Advisory Board
- Section 169 Provisions relating to Company Board
- Section 170 Provisions relating to secretariat and employee of Company Advisory Board and Company Board
- Section 171 Dissolution of Company Board
- Section 172 Record of company and use of computer
- Section 173 Conversion of corporation owned by government of Nepal into Company
- Section 174 Predecessor to handover charge to successor
- Section 175 Transactions between associated companies
- Section 176 Restriction on transaction between companies
- Section 177 Merger of a company
- Section 178 Power to give directive
- Section 179 Bonus share
- Section 180 Act done or action taken in contravention of this Act or the articles of association to be void
- Section 181 Notice on business of company
- Section 182 Dividend
- Section 183 Investor protection fund
- Section 184 Office of company
- Section 185 Appointment of company secretary
- Section 186 Functions, duties and powers of company secretary
- Section 187 Validity of agreement between shareholders
- Section 187A Works to be done for prevention of money laundering
- Section 188 Effect of inoperativeness of the Companies Ordinance, 2062(2005)
- Preamble
- Section 3 : Incorporation of Company
- Section 4 : Application to be made for incorporation of company
- Section 5 : Registration of company
- Section 6 : Power to refuse to register company
- Section 7 : Company to be a body corporate
- Section 8 : Limited liability
- Section 9 : Number of shareholders
- Section 10 : Terms to be abided by company
- Section 11 : Paid up capital of public company
- Section 12 : To be incorporated as public company to carry on some specific transactions
- Section 13 : Conversion of private company into public company
- Section 14 : Conversion of public company into a private company
- Section 15 : Service of summons, notice etc
- Section 16 : Functions and duties of Registrar
- Section 17 : Pre-incorporation contract
- Section 18 : Memorandum of Association
- Section 19 : Signature to be affixed on memorandum of association
- Section 20 : Articles of association
- Section 21 : Amendment to memorandum of association and articles of association
- Section 22 : Memorandum of association and articles of association to be published
- Section 23 : Prospectus to be published
- Section 24 : Liability for matters contained in prospectus
- Section 25 : Duplicate copies to be issued
- Section 26 : Seal of company and its use
- Section 27 : Face value of shares and application
- Section 28 : Allotment of shares
- Section 29 : Power to issue shares at premium
- Section 30 : Shares with different rights and rights of such shareholders
- Section 31 : Return of shares to be filed with office
- Section 32 : Dealing in securities
- Section 33 : Share certificate
- Section 34 : Raising loans or issuing debentures
- Section 35 : Procedures for issuing debentures
- Section 36 : Agreement to be concluded between debenture trustee and company
- Section 37 : Inquiry and demand of statements by debenture trustee
- Section 38 : Company to submit periodic statements to debenture trustee
- Section 39 : Rights and liabilities of debenture trustee
- Section 40 : Service charges to be collected by debenture trustee
- Section 41 : Debenture trustee to have rights of debenture-holder
- Section 42 : Sale or pledge of shares or debentures
- Section 43 : Transmission of shares or debentures
- Section 44 : Refusal to register share or debenture
- Section 45 : Other circumstances where shares or debentures may be transmitted
- Section 46 : Shareholder and debenture-holder register
- Section 47 : Information on title to share
- Section 48 : Address of shareholder
- Section 49 : Index of shareholders
- Section 50 : Substantial shareholders
- Section 51 : Inventory of shares, debentures and loans
- Section 52 : Lien on shares
- Section 53 : Payment of amount for shares
- Section 54 : Payment of amount of shares held jointly
- Section 55 : Ownership of shares and debentures
- Section 56 : Power of company to alter its share capital
- Section 57 : Reduction of share capital
- Section 58 : Procedures for obtaining approval of Court to reduce share capital
- Section 59 : Liability of shareholders in respect of reduced share capital
- Section 60 : Directors to be responsible in the case o f loss of net worth of company
- Section 61 : Prohibition on purchase by company of its own shares
- Section 62 : Prohibition on providing loan or financial assistance by company to purchase its own shares
- Section 63 : To obtain approval for commencing business
- Section 64 : Prohibition on issue or sale of shares at a discount
- Section 65 : Preference shares
- Section 66 : Restriction on minor and person disqualified under law to make contract to be promoter
- Section 67 : General meetings of company
- Section 68 : Directors required to be present
- Section 69 : Legality of meeting
- Section 70 : Cases where attendance or voting in meeting is restricted
- Section 71 : Right to vote in general meeting
- Section 72 : Provision on voting in election of director
- Section 73 : Quorum
- Section 74 : Discussion and decision
- Section 75 : Minutes to be kept
- Section 76 : Annual general meeting
- Section 77 : Matters to be presented and decided in annual general meeting
- Section 78 : Report to be submitted to Office
- Section 79 : Preparation of documents for annual general meeting
- Section 80 : Return of annual general meeting to be forwarded to Office
- Section 81 : Fine to be imposed in case of failure to submit returns
- Section 82 : Extra-ordinary general meeting
- Section 83 : Special resolutions to be presented
- Section 84 : Provisions on sending abstract of financial statement to shareholders
- Section 85 : Registration number to be mentioned
- Section 86 : Board of directors and number of directors
- Section 87 : Appointment of directors
- Section 88 : Shares qualification of director
- Section 89 : Circumstances where one is disqualified to be appointed to, or continue to hold, office of director
- Section 90 : Term of of office of directors
- Section 91 : Remuneration, allowance, reward etc. of directors
- Section 92 : Disclosure by directors
- Section 93 : Transaction with company in which director is involved
- Section 94 : Directors to make disclosure in shares
- Section 95 : Powers and duties of board of directors
- Section 96 : Appointment of managing directors, and management of company
- Section 97 : Meetings of board of directors
- Section 98 : Notice of meeting of board of directors
- Section 99 : Responsibilities and duties of directors
- Section 100 : Disclosure about securities
- Section 101 : Prohibition on loans to officers or shareholders
- Section 102 : Prohibition on giving false statements by officers
- Section 103 : Transaction with other person and jurisdiction of company
- Section 104 : Company to be bound
- Section 105 : Restrictions on authority of directors
- Section 106 : Validity of acts already done
- Section 107 : Registers of director and company secretary
- Section 110 : Company to appoint auditor
- Section 111 : Appointment of auditor
- Section 112 : Disqualifications of auditor
- Section 113 : Power of Office to appoint auditor
- Section 114 : Accounts and records to be furnished
- Section 115 : Functions and duties of auditor
- Section 116 : Audit report to bear auditor?s signature
- Section 117 : Information to be provided
- Section 118 : Remuneration of auditor
- Section 119 : Provision relating to removal of appointed auditor
- Section 126 : Liquidation of company able to pay its debts
- Section 127 : Appointment of liquidator and auditor
- Section 128 : Application of prevailing law on insolvency
- Section 129 : Application to be made in the event of inability of company to pay liabilities
- Section 130 : Power of liquidator too take into custody and under control property of company
- Section 131 : Powers and duties of liquidator
- Section 132 : Cancellation of registration of company
- Section 133 : Power of creditor and shareholder to make complaint
- Section 134 : Action to be taken in cases of fraud or deception
- Section 135 : Right of secured creditors not to be affected
- Section 145 : Computation of income earned from investment
- Section 146 : Power of shareholder to inspect books of account
- Section 147 : Return of transactions
- Section 148 : Holding of annual general meeting not required
- Section 149 : Adoption of written resolution by private company
- Section 150 : Deemed participation in general meeting
- Section 151 : Special exemption companies carrying on prescribed transaction
- Section 159 : Complaints and proceedings relating to cases under this Act
- Section 160 : Punishment with fine not exceeding fifty thousand rupees or with imprisonment for a term not exceeding two years or with both
- Section 161 : Punishment with fine not exceeding fifty thousand rupees
- Section 162 : Punishment with fine not exceeding twenty thousand rupees
- Section 163 : Realization of amount of loss
- Section 172 : Record of company and use of computer
- Section 173 : Conversion of corporation owned by government of Nepal into Company
- Section 174 : Predecessor to handover charge to successor
- Section 175 : Transactions between associated companies
- Section 176 : Restriction on transaction between companies
- Section 177 : Merger of a company
- Section 178 : Power to give directive
- Section 179 : Bonus share
- Section 180 : Act done or action taken in contravention of this Act or the articles of association to be void
- Section 181 : Notice on business of company
- Section 182 : Dividend
- Section 183 : Investor protection fund
- Section 184 : Office of company
- Section 185 : Appointment of company secretary
- Section 186 : Functions, duties and powers of company secretary
- Section 187 : Validity of agreement between shareholders
- Section 187A : Works to be done for prevention of money laundering
- Section 188 : Effect of inoperativeness of the Companies Ordinance, 2062(2005)
Section 179 : Bonus share | Companies Act, 2063 (2006) [ amended with Companies (First Amendment) Act, 2074 (2017) ]
Section 179 : Bonus share
1) A company may, by adopting a special resolution in the general meeting, issue bonus shares to its shareholders, out of the amount available for the distribution as dividend.2) Where a company is to issue bonus shares pursuant to Subsection (1), the company shall give information thereof to the Office before issuing such shares.
