chhatramani/Nepal-Legal-Text-Corpus-44laws huggingface dataset:
बोनस ऐन २०३०

दफा १६: बोनस सम्बन्धी विवादको समाधान
१) यस ऐन बमोजिम वितरण गरिने बोनसको विषयलाई लिएर कर्मचारी र व्यवस्थापकको बीच कुनै विवाद उठेमा श्रम कार्यालयले दुवै दुवै पक्ष राखी वार्ताद्वारा त्यस्तो विवादको समाधान गर्नु पर्नेछ।
२) उपदफा (१) बमोजिम वार्ताद्वारा विवाद समाधान हुन नसकेमा श्रम कार्यालयले सम्बन्धित प्रतिष्ठान र कर्मचारीहरुलाई आवश्यक कागजात तथा स्याहा स्रेस्ता पेश गर्न लगाई त्यसको आधारमा निर्णय गर्न सक्नेछ।
३) उपदफा (२) बमोजिम श्रम कार्यालयले गरेको निर्णय उपर चित्त नबुझ्ने पक्षले सोको सूचना पाएको मितिले ३५ दिनभित्र श्रम अदालतमा पुनरावेदन गर्न सक्नेछ र श्रम अदालतले गरेको निर्णय अन्तिम हुनेछ।

बोनस ऐन २०३०

दफा १७: …
१
..
१ चौथो संशोधनद्वारा खारेज।

बोनस ऐन २०३०

दफा १८: ……
१
……
१ चौथो संशोधनद्वारा खारेज।

बोनस ऐन २०३०

दफा १९: ……
१
…………..
१ चौथो संशोधनद्वारा खारेज।

बोनस ऐन २०३०

दफा २०: सजाय
यो ऐन वा यस ऐन अन्तर्गत बनेको नियमले दिएको आदेश उल्लङ्घन गर्ने व्यक्तिलाई श्रम विभागले पाँच हजार रुपैयाँसम्म जरिबाना गर्न सक्नेछ।

बोनस ऐन २०३०

दफा २१: पुनरावेदन
यस ऐनको दफा २० बमोजिम श्रम विभागले जरिबाना गर्ने गरी दिएको आदेश उपर चित्त नबुझ्ने पक्षले सोको सूचना पाएको मितिले पैंतीस दिनभित्र उच्च अदालतमा पुनरावेदन गर्न सक्नेछ।

बोनस ऐन २०३०

दफा २२: 
१
…..
१ चौथो संशोधनद्वारा खारेज।

बोनस ऐन २०३०

दफा २३: व्यवस्थापकको दायित्व

दफा २४: असल नियतले गरेको कामको बचाउ
यो ऐन वा यस ऐन अन्तर्गत बनेको नियम बमोजिम असल नियत लिई गरेको वा गर्न खोजेको कुनै कामको सम्बन्धमा नेपाल सरकार वा नेपाल सरकारको कुनै कर्मचारी उपर कुनै कानूनी कारबाही चलाउन सकिने छैन।

बोनस ऐन २०३०

दफा २३: व्यवस्थापकको दायित्व

दफा २५: बाधा अडकाउ फुकाउने नेपाल सरकारको अधिकार
यो ऐन कार्यान्वित गर्न कुनै बाधा अडकाउ परेमा सो बाधा अडकाउ फुकाउनको लागि यस ऐनको उद्देश्यमा प्रतिकूल असर नपर्ने गरी नेपाल सरकारले नेपाल राजपत्रमा सूचना प्रकाशित गरी आवश्यक आदेश निकाल्न सक्नेछ।

बोनस ऐन २०३०

दफा २३: व्यवस्थापकको दायित्व

दफा २६: 
१
…….
१ चौथो संशोधनद्वारा खारेज।

बोनस ऐन २०३०

दफा २३: व्यवस्थापकको दायित्व

दफा २७: नियम बनाउने अधिकार
यस ऐनको उद्देश्य कार्यान्वित गर्न नेपाल सरकारले नियम बनाउन सक्नेछ।

बोनस ऐन २०३०

दफा २३: व्यवस्थापकको दायित्व

दफा २८: बचाउ
यो ऐन वा यस ऐन अन्तर्गत बनेको नियममा लेखिए जति कुरामा सोही बमोजिम र अरूमा प्रचलित नेपाल कानून बमोजिम हुनेछ।
द्रष्टव्यः
(१) बोनस (पहिलो संशोधन) ऐन २०३४ द्वारा रुपान्तर भएको शब्दः-
“प्रबन्धक” को सट्टा “व्यवस्थापक” ।
(२) बोनस (चौथो संशोधन) ऐन २०४९ को दफा १७ र १८ निम्न बमोजिम रहेका छन्ः
१७. खारेजीः मूल ऐनको दफा १७, १८, १९, २२ र २६ खारेज गरिएका छन् ।
१८. रुपान्तरः मूल ऐनको दफा ४९ र १४ मा प्रयोग भएका “श्रम विभाग” भन्ने शब्दहरुको सट्टा “श्रम कार्यालय” भन्ने शब्दहरु राखी रुपान्तर गरिएको छ ।”
(३) केही नेपाल कानून संशोधन गर्ने ऐन २०६३ द्वारा रुपान्तर भएका शब्दहरुः-
“श्री ५ को सरकार” को सट्टा “नेपाल सरकार” ।
(४) गणतन्त्र सुदृढीकरण तथा केही नेपाल कानून संशोधन गर्ने ऐन, २०६६ द्वारा रुपान्तर भएका शब्दहरुः-
“कम्पनी ऐन २०५३” को सट्टा “कम्पनी ऐन, २०६३” ।
(५) न्याय प्रशासन ऐन, २०७३ द्वारा रुपान्तर भएका शब्दहरुः-
“पुनरावेदन अदालत” को सट्टा “उच्च अदालत” ।
(मिति २०८१।११।०६ गते अद्यावधिक गरेको)
Companies Act 2063

Preamble
An Act made to amend and consolidate laws relating to companies
Whereas, it is expedient to amend and consolidate the law relating to companies in order to bring about dynamism in the economic development of the country by promoting investment in the industry, trade and business sectors through economic liberalisation and make the incorporation, operation and administration of companies much easier, simpler and more transparent. Now, therefore, be it enacted by the House of Representatives in the first year of the issuance of the proclamation of the House of Representatives, 2063 (2006).

Companies Act 2063

Chapter 1  Preliminary

Section 1 : Short Title and Commencement
(1) This Act may be called as the “Companies Act, 2063(2006)”.
(2) This Act shall be deemed to have come into force on 20 Ashwin 2063 (6 October 2006).
Companies Act 2063

Chapter 2  Incorporation of Company

Section 3 : Incorporation of Company
1) Any person desirous of undertaking any enterprise with profit motive may, either singly or jointly with others, incorporate a company for the attainment of one or more objectives set forth in the memorandum of association.
2) There shall be a minimum of seven promoters for the incorporation of a public company.
Provided, however, that seven promoters shall not be required for the incorporation of another public company by any public company.
3) Notwithstanding anything contained elsewhere in this Section, a company not distributing profits may, subject to the provisions contained in Chapter-19, be incorporated for the attainment of one or more objectives.

Companies Act 2063

Chapter 2  Incorporation of Company

Section 4 : Application to be made for incorporation of company
(1) A person who wishes to establish a company in accordance with section 3 shall apply to the Office for approval of the proposed name of the company by electronic means.
(2) If information is received from the office that the name of the company has been approved in accordance with sub-section (1), the applicant shall submit the application to the office in the prescribed format by uploading the documents mentioned below into the computer system by electronic means: –
a) The memorandum of association of the proposed company,
b) The articles of association of the proposed company,
c) In the case of a public company, a copy of the agreement, if any, entered into between the promoters prior to the incorporation of the company,
d) In the case of a private company, a copy of the consensus agreement, if any, entered into,
e) Where prior approval or license has to be obtained from anybody under the prevailing law prior to the registration of a company carrying on any particular type of business or transaction pursuant to the prevailing law, such approval or license,
f) Where the promoter is a Nepalese citizen, a certified copy of the citizenship certificate and where a corporate body is a promoter, a certificate of registration of incorporation, decision of the Board of directors, regulating The incorporation of the company and major documents regarding incorporation.
g) Where the promoter is a foreign person or company or body, permission obtained under the prevailing law to make investment or carry on business or transaction in Nepal,
h) Where the promoters is a foreign person, a document proving the country of his citizenship,
i) Where the promoter is a foreign company or body, a certified copy of the incorporation of such company or body and major documents relating to such incorporation.
(3) Notwithstanding anything contained in clause (b) of sub-section (2), the rules of the proposed company shall not be required to be submitted if the founder is allowed to accept the rules of the form prescribed for the establishment of a company in which only one person is the founder and there is only one shareholder.
Companies Act 2063

Chapter 2  Incorporation of Company

Section 5 : Registration of company
(1) If a request is made to establish a company in accordance with section 4, the office shall, after conducting the necessary checks, register such company within seven days of the date of the request and issue a certificate of company registration to the applicant in the prescribed format. If the registration is not done within the stipulated time, the office will have to inform the proposed company with the reason within three days.
1
(1A) The documents relating to application and certificate shall be valid with electronic signature at the time of authentication and the documents may be produced through electronic means.
(2) A company shall be deemed to be incorporated after the registration of the company pursuant to sub-section (1).
(3) For the purposes of sub-section (1), the office shall maintain the Company Register in the form as may be prescribed.
(4) On the formation of a company in accordance with this section, the matters contained in the management letter and rules made under this Act shall be binding on the company and its shareholders, including the arrangements made in the separate agreements entered into between the company and each of its shareholders and shareholders.
(5) No person shall carry on any business in the name of any firm or institution using the word company without registering the company under this Act.
1The first amendment.

Companies Act 2063

Chapter 2  Incorporation of Company

Section 6 : Power to refuse to register company
(1) The Office may refuse to register a company in any of the following cases: –
(a) if the name of the proposed company bears a resemblance to the name or trade mark of any previously registered company or, as the case may be, to the name or trade mark of such company so as to create confusion,
(b) if the name or purpose of the proposed company is contrary to the prevailing law or appears inappropriate or undesirable from any point of view of public interest, morality, morality, etiquette, etc., or reflects the intent of criminal action,
c) If the name of the proposed company is identical with the name of a company of which registration has been cancelled pursuant to this Act or that of a company which has been insolvent under the prevailing law or so resembles such name as it might cause misleading and a period of five years shall not expired after such cancellation of registration or insolvency,
(d) if the conditions necessary for the establishment of the company in accordance with this Act are not fulfilled.
(2) In case of refusal to register a company in any of the circumstances mentioned in sub-section (1), a notice shall be given to the applicant within fifteen days from the date of application for establishment of the company in accordance with section 4.
(3) If the office refuses to register a company pursuant to sub-section (1) or does not give notice pursuant to sub-section (2), the person who is not satisfied may make a complaint to the court within fifteen days.
Companies Act 2063

Chapter 2  Incorporation of Company

Section 7 : Company to be a body corporate
(1) A company incorporated under this Act shall be a self-governing and organised institution with unbroken succession.
(2) The Company may, subject to this Act, acquire, hold, sell or otherwise dispose of movable and immovable property, including personal property.
(3) The company may be sued in its own name and the company may be sued in the same name.
(4) The company may enter into contracts with individuals and exercise its rights and obligations under the contract.

Companies Act 2063

Chapter 2  Incorporation of Company

Section 8 : Limited liability
The liability of a shareholder of a company incorporated under this Act in respect of its transactions shall be limited on to the maximum value of shares which he has subscribed or undertaken to subscribe.

Companies Act 2063

Chapter 2  Incorporation of Company

Section 9 : Number of shareholders
(1) The number of shareholders of a private company shall not exceed one hundred.
1
(1A) Notwithstanding anything contained in sub-section (1), if an application is made within three months from the date of commencement of this sub-section for the establishment of a private company consisting of transport professionals registered and registered in accordance with the existing law and registered in the Transport Professional Committee to carry on the transport business, the registration of such private company shall not be hindered even if the number of shares exceeds the number mentioned in sub-section (1).
(2) Subject to the restrictive phrase of sub-section (2) of section 3, the number of shareholders of a public company shall be at least seven and not more.
(3) Notwithstanding anything contained in sub-section (1), an employee who has purchased shares of the company under the scheme of sale of shares to employees or an employee who has purchased shares under such scheme but is not in immediate service of the company shall not be counted as a shareholder.
1The first amendment.
Companies Act 2063

Chapter 2  Incorporation of Company

Section 10 : Terms to be abided by company
A company incorporated under this Act shall, in addition to the conditions laid down in this Act, the management letter or the rules, comply with the following conditions: –
(a) All transactions shall be carried on in the name of the Company.
(b) The private company shall write “Private Limited” behind its name and the public company shall write “Limited” behind its name.
However, this rule does not apply to companies that do not distribute profits.
(c) Private companies should not sell their shares and debentures openly.
(d) A private company shall not, without completing the procedures provided for in the management letter, the rules or the unanimous agreement, mortgage or in any other way relinquish rights to persons other than its equity shareholders.
(e) The company should not open a partnership or private firm.
(f) Except as otherwise provided in this Act, a company which does not distribute profits shall not distribute dividends to its members or pay any amount directly or indirectly to the members or their immediate relatives.

Companies Act 2063

Chapter 2  Incorporation of Company

Section 11 : Paid up capital of public company
(1) The paid up capital of a public company shall be a minimum of ten million rupees, except as otherwise provided in the prevailing law or in a notification by the Government of Nepal in the Nepal Gazette that the paid up capital of any particular company shall be in excess of the said required minimum.
(2) Notwithstanding anything contained in subsection (1), a public company which does not have the paid up capital as mentioned in that subsection at the time of commencement of this Act shall maintain the capital referred to in subsection (1) no later than 22 Ashwin 2065 (8 December 2008).

Companies Act 2063

Chapter 2  Incorporation of Company

Section 12 : To be incorporated as public company to carry on some specific transactions
Notwithstanding anything contained elsewhere in this Act, a company carrying on banking business, financial business, insurance business, securities market business, retirement fund or mutual fund, telecommunication service provider with a paid up capital of more than Rs. Private companies that are currently registered must become public companies in accordance with this section within two years.
Companies Act 2063

Chapter 2  Incorporation of Company

Section 13 : Conversion of private company into public company
(1) In the following circumstances, a private company shall be converted into a public company under this section:
(a) If the general meeting of the private company, by adopting a special resolution, decides to convert that company into a public company, Provided, however, that no private company shall be capable of being converted into a public company unless and until it fulfils the requirements to be fulfilled under this Act for being a public company
1
(b) …….
1
(c)……..
(2) In the circumstances as refer to in Clause (a) of Sub-section (1), the concerned private company, shall for being converted into a public company, make an application as prescribed, accompanied by a copy of the resolution mentioned in that Clause and by the fees as prescribed , to the office within thirty days after the date of such resolution.
(3) On receipt of an application pursuant to Sub-station (2), the office shall, if the concerned private company has fulfilled the necessary requirements for carrying on transactions as a public company, mention in the company register the contents of conversion of such company into a public company and give a company conversion certificates as prescribed within sixty days.
1
(4) …………
1
(5)…………..
1
(6)
1
(7)…………..
(8) In the event of conversion of any private company into a public company pursuant to this Section, the provisions applicable to the public company under this Act shall be deemed to be, ipso facto, applicable to that company after the date of such conversion.
(9) In the event of conversion of any private company into a public company pursuant to this Section, all the assets and liabilities of the private company so converted shall devolve on the successor company.
1 The first amendment.
Companies Act 2063

Chapter 2  Incorporation of Company

Section 14 : Conversion of public company into a private company
1) In the following circumstance, a public company shall be converted into a private company under this Section:
(a) If the number of shareholders of the public company becomes less than seven,
(b) If the public company fails to maintain its paid-up capital under Section 11 or the paid-up capital as referred to in Section 11 is not maintained because of a reduction in capital pursuant to Section 57.
However, this provision shall not apply to the company as referred to in sub-section (2) of Section 11.
2) In the event of occurrence of a circumstance as referred to in sub-section (1), the concerned public company shall make necessary amendments to its memorandum of association and articles of association and convert it into a private company within six months.
3) The concerned public company shall make an application, accompanied by copies of the memorandum of association and articles of association amended pursuant to sub-section (2) and the prescribed fees, to the Office for being converted into a private company within thirty days after the making of such amendment.
4) On receipt of an application pursuant to sub-section (3), the Office shall mention in the company register the contents of the conversion of such company into a private company and give a company conversion certificate, as prescribed, within sixty days.
5) In the event of conversion of any public company into a private company pursuant to sub-section (4), all the assets and liabilities of the public company to be so converted shall devolve on the successor company.
Companies Act 2063

Chapter 2  Incorporation of Company

Section 15 : Service of summons, notice etc
(1) Notwithstanding anything contained in the prevailing law, if any notice, summons, letters rogatory etc. required to be served on a company, director, shareholder, debenture-holder or employee in regard to the transactions of, or any matter related with, the company, is delivered at the registered office of the company or sent by registered post or sent through the tale-fax, email, telex or similar other electronic device installed in such office, such notice, summons or letter oratory shall be deemed to have been duly served. If any notice, summons, letters rogatory etc. cannot be so served, the concerned company, director or employee may be informed thereof by broadcasting or publishing a notice pertaining there to by radio, television or in any newspaper circulating at national level. In such a case, he/she shall be deemed to have been informed thereof.
(2) Notwithstanding anything contained in the prevailing law, if any notice, summons, letter rogatory etc. is required to be served by a company or by any competent authority or court on any director, shareholder, debenture-holder or employee or the company in any matter related with his/her duties of office, it may be sent to the telex, email, telefax address, if any, given by such director, shareholder or employee and where such address has not been given, it may be sent by registered post to the address supplied by him/her for correspondences by post and where such summons, notice, letters rogatory etc. is so sent, the same shall be deemed to have been duly served.
(3) Notwithstanding anything contained elsewhere in this Act, in providing a notice or information required to be sent by accompany to its shareholder debenture-holder or director under this Act or receiving any information from them, such notice or information may be sent to an electronic communication address supplied by them, by using electronic communication device as provided in the articles of association of the company or if they so agree. Provided, however, that such notice or information shall be sent by post or through other reliable means to the shareholder, debenture-holder or director who does not consent to the service of such notice or information on him/her by electronic communication device.
Companies Act 2063

Chapter 2  Incorporation of Company

Section 16 : Functions and duties of Registrar
(1) It shall be the duty of the Registrar to implement this Act and carry out company administration.
(2) Without prejudice to the generality of Sub-section (1), the Registrar may frame and issue necessary directives for the implementation of this Act and the carrying out of company administration related functions in an effective or systematic manner: and it shall be the duty of each company and officer to abide by such directives.
(3) The directives issued pursuant to Sub-section (2) shall be published in such a manner that such directives are available to the general public.
(4) The Registrar may, as per necessity, delegate any of the powers conferred to him/ her under this Act to any officer employee subordinate to him/her.
(5) Notwithstanding anything contained elsewhere in this Section, nothing in this Section shall be deemed to limit the direction given by any regulatory body to a company under the prevailing law or the authority to be exercised by that body in respect of such company under the prevailing law.

Companies Act 2063

Chapter 2  Incorporation of Company

Section 17 : Pre-incorporation contract
1) A contract made prior to the incorporation of a company shall be a proposed contract only, and such contract shall not be binding on the company.
2) If, prior to the incorporation of a company, any person carries on any transaction or borrows money on behalf of the company, such person shall be personally liable for any contract related with the transaction so carried on, subject to sub-section (3).
3) If, within the time mentioned in any transactions or within the reasonable time after the incorporation of a company, the company, through its act, action or conduct, accepts any act, action or conduct, accepts any act, action to borrowing done or made prior to the date of authorisation to commence its transactions or endorses such act or action, that transaction shall be binding on the company and the other contracting party; and the person carrying out such act to action shall be released from the personal liability to be borne pursuant to sub-section(2).
4) Notwithstanding anything contained elsewhere in this Section, the consensus agreement of a private company shall govern any contracts made prior to the incorporation of such company.
Companies Act 2063

Chapter 3  Memorandum of Association, Articles of Association and prospectus

Section 19 : Signature to be affixed on memorandum of association
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 the names and address of a witness for each promoter and also bear the signature of such witness.
3) Each promoter shall undertake to subscribe the shares as mentioned in the articles of association of the company and at least one hundred shares if no provision is so mentioned.
4) No later than one year after the incorporation of a company, an application may be made, pursuant to a decision of the board of directors of the company, to the Office for the rectification of any minor mistake or printing or typing error appearing in the memorandum of association and articles of association submitted along with an application made under Section 4.
5) If an application is made pursuant Sub-section(4),the Office shall, if it deems proper after examining it, rectify such mistake or error and record the same.
Provided, however, that no matter shall be rectified in a manner to alter the main objectives of the company.