सञ्चालक समितिको निर्णय Board Minute

The board minute is the document almost every OCR, bank and tax filing hangs off: the decision itself, and the अख्तियारी naming who may sign and submit. Fill it in, print it, sign it.

Write decisions, not discussion. The Office reads what was resolved. “The board discussed the address change” is not a decision; “it was decided to move the registered office to X” is. Keep one numbered decision per item so a filing clerk can point at it.

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When you need a board minute

Most routine company changes start with one. A change of registered address needs a board decision and a certified copy of it filed with the Office. That is the whole legal basis for the move. A share transfer needs two: one approving the sale, one on the दाखिल खारेज recording. Filling a casual vacancy on the board is a board decision too, as is accepting a resignation, since a director does not cease to hold office until the board accepts it.

What a board cannot decide alone

Anything the Act reserves to the shareholders. Changing the company name needs a special resolution; raising authorised capital does too, though raising issued capital within the existing ceiling needs only an ordinary resolution. A private company can usually take those by written resolution under Section 149 instead of convening a meeting, but it is still a shareholders’ act, not a board one.

The अख्तियारी clause

Banks and the OCR both want a named person authorised to sign and submit. Name the person and say what they may do; a clause authorising someone to do anything at all tends to be queried rather than accepted.

This generator lays out the minute and fills your company details. It does not check that the board had authority to take the decision, or that your articles permit it. Read them, or ask us.

Board minute in Nepali: सञ्चालक समितिको निर्णय, and when the Office asks for it

A board minute (सञ्चालक समितिको निर्णय) is the written record of what your directors decided. Almost every filing a Pvt. Ltd. makes hangs off one. The Office of the Company Registrar, the bank and the Inland Revenue Department all ask for the minute that authorised whatever you are asking them to do.

Why we built this. Most people only need a minute occasionally, and when they do they need it immediately, because the bank will not open the account without it. The format is settled but unforgiving: the attendance list, the agenda ending in विविध, the numbered decisions, and the chairman’s signature with the company seal. We matched this generator against minutes we have actually filed, so the wording and the section order are the ones the counter recognises.

What a minute is usually needed for

  • Opening a bank account: naming the account operators and the signing arrangement.
  • PAN or VAT registration: authorising a director to apply.
  • Calling a general meeting: before any MOA or AOA amendment.
  • Appointing an auditor, and approving the annual accounts.
  • Authorising someone to file: the अख्तियारी clause, which this generator can add.

The parts that have to be there

Date and place; the opening line naming the company; उपस्थिति listing who attended and in what capacity; प्रस्तावहरु, the agenda, closing with विविध; निर्णयहरु, the decisions, numbered and written as resolutions rather than discussion; the closing line; and the chairman’s signature beside the company seal.

Frequently asked questions

What is a board minute in Nepali?

A board minute is सञ्चालक समितिको निर्णय: the written record of a directors’ meeting, listing who attended, what was on the agenda and what was decided. It is the document the Office of the Company Registrar, banks and the tax office ask for as proof that a decision was properly taken.

Do I need a board minute to open a company bank account in Nepal?

Yes. Banks require a minute naming the account operators and the signing arrangement, usually together with the incorporation certificate, PAN certificate, MOA, AOA and the share register.

What is अख्तियारी in a board minute?

An अख्तियारी clause authorises a named person to act for the company: to sign and submit an application, collect a certificate, or operate an account. Most Office and bank filings want one, so this generator can add it as an optional final decision.

Want us to file this for you?

An MOA that OCR rejects costs you weeks. We draft, check and file the whole set (MOA, AOA and the registration application) and handle PAN/VAT and the bank account after.

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