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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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