Company Law Notes for Company Law Notes

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Allotment of Share

  • Section 28 of Nepalese Company Act.
  • Allotment is the process of distributing and selling of shares by company for the persons who are going to be future shareholders of the company.
  • Prospectus issued by the company is the invitation to the public to apply for the shares of the company.
  • On the basis of invitation the persons apply to the company for its shares.
  • An application for shares is an offer from the applicant to purchase the shares.
  • When such application is accepted by company that is called an allotment.
  • Allotment is the appropriation of shares to a particular person, out of the previously inappropriate capital of the company.
  • So, allotment is the fresh issue of shares by company.
  • It is a binding contract between the company and shareholders.
  • The rules of offer and acceptance of contract law are applied in allotment process.
  • The company must make a decision of allotment to go in public. The board fixes certain reasonable time frame to pay the share amount.
  • General rules of allotment; – 1) the allotment must be made by proper authority e.g. board of directors, or delegated authority.2) the allotment must be communicated. – to the applicant e.g. postal communication, public notice.3) there should be a reasonable time for application.4) the allotment must be unbiased and absolute.4) There must be clear terms and conditions in application itself.
  • The allotment process must be mentioned in MoA and AoA as per the legal provisions of the companies Act 2006.
  • The allotment is done privately in case of private company, not publicly, private company cannot make public offer for allotment, if made that is punishable by section 160(q).
  • Respective legal provision of allotment is sections 28 of the Companies Act 2006 of Nepal

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