Adoption of written resolution by private company - NEPAL MONETARY SOLUTIONS (NMS)

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Sunday, April 6, 2014

Adoption of written resolution by private company

Adoption of written resolution by private company

(1) Notwithstanding anything contained elsewhere in this Act, except as otherwise provided in the articles of association ,any act which can be done by adopting a resolution including a special resolution in the general meeting of a private company or by adopting a resolution in the meeting of any particular class of shareholders can be done by a written resolution executed and signed by all shareholders representing at least seventy five percent shares, who are entitled to vote in holding discussion on such resolution on the same date on which such resolution is deemed to have been adopted.

(2) where separately written resolutions have been recorded for any reason for the purposes of a Sub-section (1) and all such documents have the same contents, it shall not be necessary that all shareholders sign the same document;; and despite the fact that every shareholder has signed a separate document, such document shall be valid as if one written resolution were signed.

(3) Every shareholder signing a written resolution pursuant to this Section shall date the same, and the last date on which the resolution is signed by the shareholder shall be deemed to be the date on which the resolution has been adopted.

(4) Any document attached to any written resolution shall be deemed to have been presented at a meeting of shareholders signing the resolution.

(5) Any resolution accepted pursuant to this section shall be recognized for any purpose whatsoever as it were a decision adopted by a general meeting of a company or a meeting of any specific class of shareholders.

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