Can our board remove the CEO without shareholder approval under Nepal company law?

In Nepal
Last Updated: Mar 5, 2026
I’m a director in a private company in Nepal, and the CEO is not following board decisions and has caused losses. The board wants to remove him urgently, but some shareholders are saying a general meeting is required. What is the proper process and what documents/resolutions do we need?

Lawyer Answers

Mylawyer Global

Mylawyer Global

Mar 6, 2026
Best Answer
Generally, the board can terminate or remove a CEO from the company, but you should follow the Articles of Association (AOA) and consider any applicable employee agreement. For this purpose, it is not required to call an AGM.
Axcel Law Associates

Axcel Law Associates

Mar 9, 2026
Yes, in most cases the board can remove the CEO without shareholder approval, but you need to check the company’s Articles of Association and the CEO’s employment contract first. Under the Companies Act, if the CEO is appointed by the board, the board can usually remove or replace them by passing a board resolution in a properly convened board meeting and recording the decision in the minutes. A shareholder meeting is typically not required unless the AOA specifically requires it, but you should also follow any notice, termination, or compensation terms in the CEO’s contract.
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