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Corporate Law CAP II (ICAN) > Companies Act Sections. > Flashcards

Companies Act Sections. Flashcards

(133 cards)

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1
Q

Companies Act, 2063 - Section 8

A

Liability of Members Limited by Shares

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2
Q

Companies Act, 2063 - Section 12

A

Company to be Incorporated as Public Company (for certain businesses like insurance)

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3
Q

Companies Act, 2063 - Section 13

A

Conversion of Private Company into Public Company

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4
Q

Companies Act, 2063 - Section 14

A

Conversion of Public Company into Private Company

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5
Q

Companies Act, 2063 - Section 17

A

Pre-incorporation Contracts

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6
Q

Companies Act, 2063 - Section 18

A

Matters to be Stated in Memorandum of Association

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7
Q

Companies Act, 2063 - Section 21

A

Amendment to Memorandum and Articles of Association

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8
Q

Companies Act, 2063 - Section 23

A

Prospectus to be Published Before Public Issue of Securities

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9
Q

Companies Act, 2063 - Section 24

A

Duty to Abide by Prospectus

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10
Q

Companies Act, 2063 - Section 27

A

Nominal Value of Shares and Amount to be Demanded with Application

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11
Q

Companies Act, 2063 - Section 28

A

Allotment of Shares

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12
Q

Companies Act, 2063 - Section 29

A

Issue of Shares at Premium

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13
Q

Companies Act, 2063 - Section 30

A

Issue of Shares with Differential Rights

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14
Q

Companies Act, 2063 - Section 33

A

Share Certificate

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15
Q

Companies Act, 2063 - Section 35

A

Debentures

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16
Q

Companies Act, 2063 - Section 36

A

Agreement to be Concluded with Debenture Trustee

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17
Q

Companies Act, 2063 - Section 44

A

Restriction on Transfer of Shares

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18
Q

Companies Act, 2063 - Section 50

A

Substantial Shareholder

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19
Q

Companies Act, 2063 - Section 51

A

Inventory of Shares, Debentures and Loans

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20
Q

Companies Act, 2063 - Section 53

A

Calls on Shares and Forfeiture of Shares

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21
Q

Companies Act, 2063 - Section 56

A

Right Share

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22
Q

Companies Act, 2063 - Section 57

A

Reduction of Share Capital

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23
Q

Companies Act, 2063 - Section 61

A

Buy-Back of Shares

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24
Q

Companies Act, 2063 - Section 64

A

Prohibition on Issue of Shares at Discount

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25
Companies Act, 2063 - Section 65
Preference Shares
26
Companies Act, 2063 - Section 67
General Meetings (Notice, Place)
27
Companies Act, 2063 - Section 70
Restriction on Attendance and Voting in General Meeting
28
Companies Act, 2063 - Section 71
Proxy
29
Companies Act, 2063 - Section 73
Quorum for General Meeting
30
Companies Act, 2063 - Section 74
Chairman of General Meeting and Voting
31
Companies Act, 2063 - Section 76
Annual General Meeting (AGM)
32
Companies Act, 2063 - Section 77
Matters to be Discussed in AGM
33
Companies Act, 2063 - Section 78
Report to be Submitted to Office Before Holding AGM
34
Companies Act, 2063 - Section 81
Returns to be Submitted to Office
35
Companies Act, 2063 - Section 82
Extra-ordinary General Meeting (EGM)
36
Companies Act, 2063 - Section 83
Special Resolution
37
Companies Act, 2063 - Section 87
Appointment of Directors
38
Companies Act, 2063 - Section 89
Qualifications and Disqualifications of Directors
39
Companies Act, 2063 - Section 91
Remuneration, Allowance, Reward etc. of Directors
40
Companies Act, 2063 - Section 92
Disclosure of Interest by Director
41
Companies Act, 2063 - Section 95
Functions, Duties and Powers of Board of Directors
42
Companies Act, 2063 - Section 97
Meetings of Board of Directors (Quorum, Minutes)
43
Companies Act, 2063 - Section 103 & 104
Acts Done Beyond Authority but Within Company's Power (Ratification)
44
Companies Act, 2063 - Section 105
Restrictions on Powers of Board of Directors
45
Companies Act, 2063 - Section 106
Validity of Acts of Directors Whose Appointment is Invalid
46
Companies Act, 2063 - Section 109
Annual Financial Statements and Director's Report
47
Companies Act, 2063 - Section 111
Appointment of Auditor
48
Companies Act, 2063 - Section 112
Qualifications and Disqualifications of Auditor
49
Companies Act, 2063 - Section 113
Circumstances Where Board May Appoint Auditor
50
Companies Act, 2063 - Section 115
Functions, Duties and Powers of Auditor
51
Companies Act, 2063 - Section 119
Removal of Auditor
52
Companies Act, 2063 - Section 177
Amalgamation of Companies
53
Companies Act, 2063 - Section 179
Issue of Bonus Shares
54
**(Sec)** Liability of Members Limited by Shares
Companies Act, 2063 - Section 8
55
**(Sec)** Company to be Incorporated as Public Company (for certain businesses like insurance)
Companies Act, 2063 - Section 12
56
**(Sec)** Conversion of Private Company into Public Company
Companies Act, 2063 - Section 13
57
**(Sec)** Conversion of Public Company into Private Company
Companies Act, 2063 - Section 14
58
**(Sec)** Pre-incorporation Contracts
Companies Act, 2063 - Section 17
59
**(Sec)** Matters to be Stated in Memorandum of Association
Companies Act, 2063 - Section 18
60
**(Sec)** Amendment to Memorandum and Articles of Association
Companies Act, 2063 - Section 21
61
**(Sec)** Prospectus to be Published Before Public Issue of Securities
Companies Act, 2063 - Section 23
62
**(Sec)** Duty to Abide by Prospectus
Companies Act, 2063 - Section 24
63
**(Sec)** Nominal Value of Shares and Amount to be Demanded with Application
Companies Act, 2063 - Section 27
64
**(Sec)** Allotment of Shares
Companies Act, 2063 - Section 28
65
**(Sec)** Issue of Shares at Premium
Companies Act, 2063 - Section 29
66
**(Sec)** Issue of Shares with Differential Rights
Companies Act, 2063 - Section 30
67
**(Sec)** Share Certificate
Companies Act, 2063 - Section 33
68
**(Sec)** Debentures
Companies Act, 2063 - Section 35
69
**(Sec)** Agreement to be Concluded with Debenture Trustee
Companies Act, 2063 - Section 36
70
**(Sec)** Restriction on Transfer of Shares
Companies Act, 2063 - Section 44
71
**(Sec)** Substantial Shareholder
Companies Act, 2063 - Section 50
72
**(Sec)** Inventory of Shares, Debentures and Loans
Companies Act, 2063 - Section 51
73
**(Sec)** Calls on Shares and Forfeiture of Shares
Companies Act, 2063 - Section 53
74
**(Sec)** Right Share
Companies Act, 2063 - Section 56
75
**(Sec)** Reduction of Share Capital
Companies Act, 2063 - Section 57
76
**(Sec)** Buy-Back of Shares
Companies Act, 2063 - Section 61
77
**(Sec)** Prohibition on Issue of Shares at Discount
Companies Act, 2063 - Section 64
78
**(Sec)** Preference Shares
Companies Act, 2063 - Section 65
79
**(Sec)** General Meetings (Notice, Place)
Companies Act, 2063 - Section 67
80
**(Sec)** Restriction on Attendance and Voting in General Meeting
Companies Act, 2063 - Section 70
81
**(Sec)** Proxy
Companies Act, 2063 - Section 71
82
**(Sec)** Quorum for General Meeting
Companies Act, 2063 - Section 73
83
**(Sec)** Chairman of General Meeting and Voting
Companies Act, 2063 - Section 74
84
**(Sec)** Annual General Meeting (AGM)
Companies Act, 2063 - Section 76
85
**(Sec)** Matters to be Discussed in AGM
Companies Act, 2063 - Section 77
86
**(Sec)** Report to be Submitted to Office Before Holding AGM
Companies Act, 2063 - Section 78
87
**(Sec)** Returns to be Submitted to Office
Companies Act, 2063 - Section 81
88
**(Sec)** Extra-ordinary General Meeting (EGM)
Companies Act, 2063 - Section 82
89
**(Sec)** Special Resolution
Companies Act, 2063 - Section 83
90
**(Sec)** Appointment of Directors
Companies Act, 2063 - Section 87
91
**(Sec)** Qualifications and Disqualifications of Directors
Companies Act, 2063 - Section 89
92
**(Sec)** Remuneration, Allowance, Reward etc. of Directors
Companies Act, 2063 - Section 91
93
**(Sec)** Disclosure of Interest by Director
Companies Act, 2063 - Section 92
94
**(Sec)** Functions, Duties and Powers of Board of Directors
Companies Act, 2063 - Section 95
95
**(Sec)** Meetings of Board of Directors (Quorum, Minutes)
Companies Act, 2063 - Section 97
96
**(Sec)** Acts Done Beyond Authority but Within Company's Power (Ratification)
Companies Act, 2063 - Section 103 & 104
97
**(Sec)** Restrictions on Powers of Board of Directors
Companies Act, 2063 - Section 105
98
**(Sec)** Validity of Acts of Directors Whose Appointment is Invalid
Companies Act, 2063 - Section 106
99
**(Sec)** Annual Financial Statements and Director's Report
Companies Act, 2063 - Section 109
100
**(Sec)** Appointment of Auditor
Companies Act, 2063 - Section 111
101
**(Sec)** Qualifications and Disqualifications of Auditor
Companies Act, 2063 - Section 112
102
**(Sec)** Circumstances Where Board May Appoint Auditor
Companies Act, 2063 - Section 113
103
**(Sec)** Functions, Duties and Powers of Auditor
Companies Act, 2063 - Section 115
104
**(Sec)** Removal of Auditor
Companies Act, 2063 - Section 119
105
**(Sec)** Amalgamation of Companies
Companies Act, 2063 - Section 177
106
**(Sec)** Issue of Bonus Shares
Companies Act, 2063 - Section 179
107
**(Companies Act, 2063) - Company:**
Means a company incorporated under this Act.
108
**(Companies Act, 2063) - Private Company:**
Means a private company incorporated under this Act, with restrictions on the number of shareholders and transferability of shares.
109
**(Companies Act, 2063) - Public Company:**
Means a company other than a private company, with a minimum number of shareholders and no restriction on the maximum, and allows public subscription of shares.
110
**(Companies Act, 2063) - Holding Company:**
Means a company having control over a subsidiary company.
111
**(Companies Act, 2063) - Subsidiary Company:**
Means a company controlled by a holding company.
112
**(Companies Act, 2063) - Foreign Company:**
Means a company incorporated outside Nepal.
113
**(Companies Act, 2063) - Listed Company:**
Means a public company which has its securities listed in the stock exchange.
114
**(Companies Act, 2063) - Company not distributing profits:**
Means a company incorporated under conditions that it shall not be entitled to distribute or pay to its members any dividends or any other moneys out of the profits earned or savings made for the attainment of any objectives.
115
**(Companies Act, 2063) - Memorandum of Association:**
Contains the fundamental conditions upon which alone the company can be incorporated, defines the objects of the company's formation and the utmost possible scope of its operations.
116
**(Companies Act, 2063) - Articles of Association:**
Contains the regulations which govern the management of its internal affairs and the conduct of its business, defines the duties, rights, powers and authority of the shareholders and the directors.
117
**(Companies Act, 2063) - Prospectus:**
Means a prospectus required to be published by a body corporate prior to the public issue of securities, inviting offers from the public for the subscription or purchase of any shares in or debentures of a body corporate.
118
**(Companies Act, 2063) - Share:**
Means the divided portion of the share capital of a company.
119
**(Companies Act, 2063) - Debenture:**
Means any bond issued by a company whether putting its assets as collateral or not, acknowledging a loan made to the company and providing for the payment of interest.
120
**(Companies Act, 2063) - Debenture Trustee:**
Means a body corporate undertaking the responsibility for the protection of interests of debenture-holders at the time of issuance of debentures by a company.
121
**(Companies Act, 2063) - Substantial Shareholder:**
Means a shareholder holding 5% or more of paid-up capital of public company in his name or through his agent.
122
**(Companies Act, 2063) - Special Resolution:**
Requires a majority of at least 75% of the votes cast in a general meeting.
123
**(Companies Act, 2063) - Related Party:**
Includes director, his/her close relative, or substantial shareholder.
124
**(Companies Act, 2063) - Close Relative:**
Means a partition shareholder in a joint family or husband, wife, father, mother, mother-in-law, father-in-law, elder brother, younger brother, elder sister, younger sister, sister-in-law (elder or younger brother's wife), brother-in-law, sister-in-law, brother-in-law (husband of elder sister), uncle, aunt, maternal uncle, maternal aunt, son, daughter, daughter-in-law, grand-son, grand-daughter, grand-daughter-in-law or son-in-law.
125
What is the maximum proportion of shares that can be granted to the promoter or any other person in a company registered as a startup enterprise in consideration other than cash?
In the case of a company registered as a startup enterprise
126
What is the general limit for granting shares to the promoter or any other person in any form other than cash as a **percentage** of the paid-up capital?
The granting of shares to the promoter or any other person in any form other than cash shall not exceed **twenty percent** of the paid-up capital of the company.
127
How many **years** of audited financial statements need to be provided to the Office when seeking approval to issue shares at a premium price
as per the deleted provision of Section 29(4)?
128
What is the minimum number of independent directors required on the board of a public company having up to **7** directors?
A public company having up to **7** directors must have a minimum of **one** independent director.
129
What is the minimum number of independent directors required on the board of a public company having more than **7** directors?
A public company having more than **7** directors must have a minimum of **two** independent directors.
130
What is the minimum **Eligibility** age to be appointed as a director of a public company?
The minimum age to be eligible to be appointed as a director of a public company is **twenty-one years**.
131
If a person is convicted of an offense of corruption
what is the minimum period that must have lapsed from the expiry of such sentence to be eligible to be appointed as a director of a public company?
132
What **percentage** discount on penalty is given for late submission of details
notices
133
What is the minimum **percentage** of total directors required to attend a board of directors meeting to constitute a quorum?
At least **fifty-one percent** of the total number of directors of the company must attend a meeting of the board of directors to constitute a quorum.

Corporate Law CAP II (ICAN) (15 decks)

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