6.6 Commencement of Business

The distinction (the two-step discipline): the incorporation (the company's BIRTH) vs the business commencement (the company's PERMISSION TO OPERATE) — the modern regime's practice: the certificate of incorporation first, the operation's commencement after the further conditions. The commencement's conditions (the functional description): the minimum subscribers'-capital requirements where applicable; the statutory declarations (the deposits, the consents, the compliance's confirmations); the regulated sectors' licences (the sector-regulator's approval before the operation — the NRB-and-SEBON gates). The discipline: the operation before the commencement's conditions — the consequences (the penalties, the contracts' faces); the modern trend's note (the one-step incorporation reforms in comparative law — the commencement's discipline simplifying). The exam's line: the company EXISTS at incorporation but OPERATES at commencement — the two dates' distinction. Exam Focus Long questions: (i) The Nepal incorporation procedure (the six steps — the banker); (ii) The promoters' fiduciary responsibilities (the secret-profit-and-disclosure core). Short questions: the promoter's test; the conclusive certificate; the incorporation-vs- commencement distinction. Trick areas: (i) The promoter's liability for pre-incorporation contracts is PERSONAL (until adoption) — the "company automatically bound" error; (ii) The certificate of incorporation is CONCLUSIVE — not prima facie; (iii) The name approval comes FIRST (before the documents' filing) — the sequence; (iv) The professional adviser (lawyer, accountant) acting merely professionally is NOT a promoter — the test's exclusion.