Securities Act, 2007

Chapter-1
Preliminary

1. Short Title and Commencement: (1) This Act may be called the "Securities Act, 2063".

(2) This Act shall be deemed to have commenced from Ashoj 6, 2063. 2. Definitions: Unless the subject or context otherwise requires, in this Act,-

(a) "Chairperson" means the Chairperson of the Board appointed pursuant to Section 7.

(b) "License" means the license granted by the Board under this Act to operate a securities market or to carry on securities business.

(c) "Company" means a company established under the prevailing law relating to companies.

(d) "Depositary" means a bank or financial institution that assumes responsibility to provide custodial services, such as securely holding and operating the assets of a collective investment scheme by entering into an agreement with the scheme manager.

(e) "Prescribed" or "as prescribed" means as prescribed in the rules made under this Act.

(f) "Securities" means shares, stocks, bonds, debentures, debenture stocks, or certificates relating to collective investment schemes issued by an organized institution, or debt instruments, savings certificates, or bonds issued by the Government of Nepal or issued by an organized institution with the guarantee of the Government of Nepal, and said word also includes other securities designated by the Board as being capable of being traded or transferred through the securities market, or options to purchase, sell, or exchange such securities.

(g) "Securities transaction" means the issuance, purchase, sale, or exchange of securities and other related activities.

(h) "Registration of securities" means the registration of securities by an organized institution with the Board pursuant to Section 27.

(i) "Securities market" means a market, place, or facility that brings purchasers and sellers of securities together to continuously complete the purchase, sale, or exchange of securities.

(j) "Securities business" means securities transactions conducted under this Act by a company or institution licensed to conduct securities business.

(k) "Securities trader" means a company or institution licensed under Section 58 to conduct securities business.

(l) "Issuance" means the offer made by an organized institution to raise capital by issuing securities and related activities, and said word also includes the act of issuing securities to founders.

(m) "Private placement" means the act of offering securities for sale to a maximum of fifty investors through letters, correspondence, or any electronic communication medium.

(n) "Board" means the Nepal Securities Board established pursuant to Section 3.

(o) "Exchange" means the purchase, sale, or transfer of securities already issued under this Act.

(p) "Prospectus" means the prospectus required to be published under Section 30 by an organized institution prior to the public issuance of securities.

(q) "Scheme manager" means an organized institution that manages a collective investment scheme of participants, aiming to provide expert investment services under this Act.

(r) "Investment fund" means a fund or assets related to such fund created from the amounts deposited by participants in a collective investment scheme on a contractual basis, assumed under its responsibility by a scheme manager for the purpose of providing expert investment services, and said word also includes additional assets created from the investment management of the fund or assets assumed under its responsibility by the scheme manager under this Act and amounts accumulated as returns.

(s) "Participant" means a person or institution investing amounts in a collective investment scheme operated by a scheme manager under this Act.

(t) "Member" means a member of the Board, and said word also includes the Chairperson.

(u) "Organized institution" means an organized institution established under the prevailing law capable of making a public issuance of securities.