- 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 40 : Service charges to be collected by debenture trustee | Companies Act, 2063 (2006) [ amended with Companies (First Amendment) Act, 2074 (2017) ]
Section 40 : Service charges to be collected by debenture trustee
1) The debenture trustee may collect service charge from a company for having acted in the capacity of debenture trustee. The amount of such service charge shall be as specified in the agreement concluded between the debenture trustee and the concerned company.2) The debenture trustee may recover from the concerned company such actual expenses incurred in doing any act on behalf of the company or debenture-holder or in carrying out valuation, possession or auction sale of the company’s assets.
