Nepal Company Act, 1991

Chapter 10 
Provisions Relating to Foreign Companies  

 
138. Foreign Company to Submit Documents 

(1) Any foreign company desirous of undertaking business or already engaged in business in the Kingdom of Nepal shall have the company registered after submitting the following documents to the appropriate department : 

(a) An authentic copy or translation in Nepali or English of the Law or license under which the company was incorporated and established. 

(b) Authentic Nepli version of the memorandum and articles of the company. 

(c) Full address of the head office of the company. 

(d) A list of the directors, managing agent manager, secretary, etc. of the company along with the particulars mentioned in Sub-Section (2). 

(e) Name and address of resident representative or representatives of the company in Nepal, who is or are empowered to accept on its behalf time-limits, notice, etc. issued to it. 

(f) The main place where the business of the company will be or is being run in the Kingdom of Nepal and the full address of the company's office located at such place. Provided that a foreign company which is already operating in the Kingdom of Nepal at the time of the commencement of this act may submit the documents to be submitted by it under Sub-Section (1) to the appropriate department within three months from the date of the commencement of this act. 

(2) The list to be submitted under Clause (d) of Sub-Section 

(1) shall contain the following particulars : 

(a) If individuals their full name, surname, address, nationality and occupation, and 

(b) If a corporate body, its incorporated name, head office, address and the name address and nationality of each of its directors. 

(3) In case any amendment or alteration is subsequently effected in any document submitted by any foreign company under Sub-Section (1), it shall notify the appropriate department accordingly within thirty-five days from the date of such amendment or alteration. 

(4) The document duly submitted by any foreign company under Sub-Section (1) or the notice submitted by it under Sub-Section (3) shall be registered by the appropriate department on payment of the fee prescribed in Sub-Section (5). 

(5) While registering the company after documents mentioned in Sub-Section (1) are submitted, the appropriate department shall charge registration fee not exceeding five thousand rupees from the foreign company, as in the case of a newly incorporated company under Section and in the case of registration of notices, it shall charge a fee of five rupees each. Provided that the appropriate department may, if it so deems appropriate, refuse to register any company under this Section. 

139. Maintenance and Audit of Account of Foreign Companies  

(1) Every foreign company registered under Sub-Section 138 shall, like a company incorporated under this act, prepare a balance sheet and a profit and loss account every year and present them at its general meeting. It shall send three copies of the balance sheet and profit and loss account either in Nepali or in English to the appropriate department. 

(2) The provisions contained in Chapter 7 and 8 of this act shall also be applicable to the foreign companies to the extent to which their transactions or business are conducted in Nepal.

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