Companies of similar nature may merge with each other if they find it synergic. The merger process is predefined by directives of the Company Act as of provision 83.
Companies operating for profit shall distribute dividend amounts to their shareholders for return on their investment. Dividend distribution has to be followed with the guidelines set by the Directives of the company act.
Even for the appointment of the secretary, every company needs to follow the directive. Furthermore, the company location has to be notified to the office of the company registrar.
Moreover, the consequences of de-registration of the parent company are all listed in the sections and sub-sections of the directives below.
83. Additional Provisions Regarding Merger of Companies
(1) The Memorandum of Understanding (Scheme of Arrangement) between the company shall be in writing.
(2) The merging company must submit to the office the application along with a copy of the merger agreement as per subsection (1), along with all other related information or all the documents directly or indirectly related to the merger.
(3) The office may order the petitioner company to submit additional information or documents by giving notice in writing before taking action on the application and making a decision.
(4) As per the order given pursuant to subsection (3), the operator or official of the company concerned shall have to provide additional information or documents within the period specified by the office.
(5) If the company concerned does not provide additional information or documents as per subsection (3) within the additional period specified or provided by the office, the petitioner's application for amalgamation shall be deemed withdrawn, and no further action shall be taken against him.
(6) The office and the applicant company may approve the merger with another company on the application containing all the necessary information or documents in accordance with this Article, and any new condition has to be imposed, such condition may be imposed, or any condition presented by the petitioner may be changed.
83.(a) Restrictions on Investment and Trading Between Companies
(1) A company other than a company (an investing company) having the sole purpose of investing only for the purpose of section 176 may not invest in the securities of the company doing business other than the purpose mentioned in its Memorandum of Articles. Similarly, a company which has the sole objective of investing only will not be able to do business other than investing in shares or debentures of other companies.
(2) A company which does not invest in accordance with subsection (1) shall not be able to use the exemption mentioned in the respective phrase of subsection (1) of section 176 of the Act.
(3) In relation to an investment made in another company, or a loan or security given to another company in accordance with subsection (2) of section 176 of the Act, unless the format of details of the loan, investment of the security is specified in the form prepared by the company itself attached to the office with details of subsection (2) of section 51.
84. Only Dividends Can Be Distributed to the Shareholders
Except for the dividends approved by the general meeting, the company will not be able to pay or distribute any amount in cash or in kind to the shareholders at the expense of its fund.
85. Appointment of Company Secretary
(1) Every public company and private company having paid up capital of more than Rs. 1 crore is to be required to appoint a company secretary.
(2) The company's Board of Directors shall appoint a company secretary as the enactment.
(3) Within 15 days from the date of appointment, a company shall submit the company secretary's name, address, country and qualification to the office.
(4) If a non-profit company has appointed a company secretary, such company shall also submit the details as per subsection (3) to the office within 15 days from the date of appointment of the company secretary.
86. Declaration of Compliance
(1) Every public company shall make a written declaration that it has fully complied with the Act at least 21 days before the annual general meeting.
(2) Every public company must submit a written declaration pursuant to subsection (1) in the report to be submitted to the office at least 21 days before the annual general meeting.
(3) Proclamation company prepared pursuant to subsection (1) must be certified by the secretary.
(4) The declaration pursuant to subsection (3) shall be sent to the office by each public company with the details of the annual general meeting within 30 days of the annual general meeting.
(5) If the company has not complied with any provision of the Act, the company secretary shall disclose the same in a written declaration pursuant to Articles (1) and (3).
(6) The written declaration certified by the company secretary pursuant to subsection (3) shall be submitted to the Annual General Meeting for the information of the shareholders.
87. Consequences of De-registration of Parent Company
(1) Pursuant to subsection 136 of the Act, de-registration of any company as the parent company of a subsidiary and all liabilities related to such shares shall be transferred proportionally to the shareholders immediately remaining in the parent company.
(2) The subsidiary company of such parent company shall, for the purpose of subsection (8) of section 135 of the Act, update the registration book of shareholders and other related records after the public disclosure of the de-registration of such parent company as per subsection (1).
88. The Contact Address of the Registered Office Should Be Informed
(1) Pursuant to Article 184 of the Act, the company shall inform the registered office's full address office, including the contact address by telephone, fax, email, etc., within 3 months of the establishment.
(2) If any company establishes a branch office in any place within Nepal in accordance with the provisions made in the MOA, it will not be necessary to inform the address of such office to office.
(3) In case any changes in the contact address of the registered office are informed to the office pursuant to subsection (1), the office shall be informed within 7 days.
(4) If the address of the company's registered office has to be changed, the Board of Directors shall make a decision and inform the office about the new address of the registered office at least 7 days before moving the office to the new address. While providing such information, a certified copy of the decision of the Board of Directors should also be submitted.
All the documents, details, information or information submitted to the office in accordance with the law, including sections 21, 51, 78, 80 and 111 of the Companies Act, 2063, such as amendments in the AOA and MOA of the company, purchase and sales of shares, etc and so on. The entire responsibility and liability of the work operation will remain with the concerned company and its operator.
Pursuant to the restrictive clause of section 176 of the Act, companies are required to lend to another company up to 90% of the paid-up capital and 100% of the reserve capital or to guarantee the loan taken by another company or securities of another company and another company cannot invest in securities.
If a company wants to get a new form of registration certificate which is lost or burnt or destroyed due to any other reason or for any other reasonable reason, the company has to pay Rs. 10 will be charged, and a new format certificate will be issued.
If a company registered before the implementation of the Companies Ordinance 2062 submits a formal application for change in the format of AOA and MOA, the office may give approval.
In order to facilitate the sending of the details of the company to be submitted to the office through the use of electronic means, the semi-government and private sector may also be allowed to open service centres.
Government, semi-government and private sectors may be allowed to open service centres to facilitate sending company details to the office through electronic means.
The office may enter into an agreement with the students of the university, campus or any educational institution.
Company Directive, 2065 has been repealed.