Establishing a Public Limited Company in Nepal is a structured legal process governed by the Companies Act, 2063 (2006 A.D.). A public company differs from a private company in that it can raise capital from the general public through the issuance of shares or debentures and has enhanced compliance obligations. Such companies are subject to stringent regulatory oversight to ensure transparency, accountability, and investor protection.
This guide outlines all legal, procedural, and practical requirements to register a public limited company at the Office of the Company Registrar (OCR), Tripureshwor, Kathmandu, in accordance with the Companies Act, 2063.
Legal Framework
The registration, operation, and dissolution of public limited companies in Nepal are governed by:
- Companies Act, 2063 (2006)
- Company Rules, 2065
- Securities Act, 2063 (if issuing shares to public)
- Securities Registration and Issue Regulations, 2073
- Relevant sectoral laws (e.g., Banking Act, Insurance Act for specific industries)
Requirements of a Public Limited Company
| Feature | Requirement |
|---|---|
| Minimum Promoters | 7 Nepali/foreign individuals or entities |
| Maximum Number of Shareholders | Unlimited |
| Minimum Paid-Up Capital | NPR 10 Million (1 crore) (subject to higher amounts for specific industries) |
| Can Invite Public to Subscribe | Yes |
| Name Suffix | Must end with “Limited“ |
| AGM Requirement | Compulsory every year |
| Regulatory Oversight | OCR, SEBON, IRD, and sector regulators |
Step-by-Step Registration Process at OCR
Step 1: Name Reservation
- Apply online at OCR Website.
- Ensure the name is unique, not misleading, and not similar to an existing company or trademark.
- Name must include the word “Limited“.
Document Needed:
- Proposed name, objectives, and applicant details
Output: Name Approval Letter (valid for 35 days)
Step 2: Prepare Incorporation Documents
- Memorandum of Association (MOA)
- Contains company objectives, capital structure, liability clause, and name of promoters.
- Articles of Association (AOA)
- Includes management rules, board composition, meeting procedures, dividend policy, etc.
Step 3: Compile and Submit the Following Documents to OCR
| S.N. | Document/Requirement | Details/Remarks |
|---|---|---|
| 1 | Application for Company Registration | In prescribed format |
| 2 | MOA & AOA | Signed by all promoters on every page |
| 3 | Copy of National ID Card | Of all Nepali promoters |
| 4 | Passport/Visa & Address Proof | For foreign promoters (if any) |
| 5 | Agreement Among Promoters | Optional, if any agreement exists |
| 6 | Power of Attorney | If submission is done via representative |
Step 4: Pay the Registration Fee
Based on the authorized capital, the registration fee ranges as follows:
| Capital (NPR) | Fee (NPR) |
|---|---|
| Up to 1 crore | 16,000 |
| 1–10 crores | 4 |
| 10–50 crores | 70,000 |
| 50–100 crores | 100,000 |
| Above 100 crores | 150,000 |
Note: Extra charges apply for expedited service or certified copies.
Step 5: Examination by OCR
- OCR examines all documents.
- May issue a query for clarification or rectification.
Step 6: Issuance of Certificate of Incorporation
- If all documents are in order, OCR issues:
- Certificate of Incorporation
- PAN/VAT Number
- Company Registration Number
You are now legally recognized as a Public Limited Company in Nepal.
Post-Incorporation Requirements
1. Open a Corporate Bank Account
- Use the Certificate of Incorporation and PAN to open an account in the company’s name.
2. Appointment of Company Secretary
- Must appoint a qualified Company Secretary (with a law/accounting degree or prescribed qualification).
3. First Board Meeting
- Within 30 days of incorporation
- Resolutions to:
- Allot shares
- Appoint auditors
- Appoint CEO/Directors (if not already appointed)
- Define authorized signatories
4. Maintain Statutory Registers
- Share Register
- Minutes Book
- Register of Members
- Register of Debenture Holders
5. File Annual Returns
- Financial statements and AGM reports must be submitted annually to OCR.
Sector-Specific Compliance
For companies in banking, insurance, hydropower, telecommunications, and other regulated industries:
- Additional licenses or approvals from Nepal Rastra Bank, Insurance Board, Electricity Regulatory Commission, etc., are mandatory.
- Capital requirements may be higher than NPR 10 million.
Relevant Sections of Companies Act, 2063
| Section | Description |
|---|---|
| Section 3 | Provisions regarding registration |
| Section 4 | Requirements for Memorandum |
| Section 5 | Requirements for Articles |
| Section 17 | Effects of registration |
| Section 44-55 | Shares and Share Capital |
| Section 76 | Board of Directors |
| Section 81 | Company Secretary |
| Section 96 | Annual General Meetings |
| Section 109 | Financial Statements |
| Section 123 | Penalties for Non-compliance |
FAQs
- What is a public limited company in Nepal?
A public limited company in Nepal is a company that can raise capital by issuing shares to the general public and is registered under the Companies Act, 2063. - How to register a public limited company in Nepal?
You can register a public limited company by applying at the Office of the Company Registrar with all required documents including MOA, AOA, and promoter details. - What are the minimum requirements to register a public limited company in Nepal?
Minimum 7 promoters and a paid-up capital of at least NPR 1 crore are required for public company registration in Nepal. - What documents are needed to register a public limited company in Nepal?
Documents include MOA, AOA, application form, ID proof of promoters, agreement among promoters, and power of attorney. - What is the minimum capital requirement for a public limited company in Nepal?
The minimum paid-up capital requirement is NPR 1 crore, unless otherwise prescribed by relevant laws. - Where is a public limited company registered in Nepal?
Public companies are registered at the Office of the Company Registrar (OCR), Tripureshwor, Kathmandu. - Can foreign investors register a public limited company in Nepal?
Yes, foreign nationals can register a public limited company in Nepal with prior approval from the Department of Industry and NRB. - How long does it take to register a public company in Nepal?
Normally, it takes 7–15 working days if all documents are in order. - Is it mandatory to publish a prospectus for a public limited company in Nepal?
Yes, if the company plans to issue shares to the public, publishing a prospectus approved by the Securities Board of Nepal (SEBON) is mandatory. - Can a public limited company be converted from a private limited company?
Yes, a private limited company can be converted into a public company by following legal procedures under the Companies Act, 2063. - How many directors are required in a public limited company in Nepal?
At least 3 directors are required for a public company, and they must be elected by the shareholders. - Is company secretary mandatory for a public company in Nepal?
Yes, it is mandatory to appoint a qualified company secretary for a public company. - Can a public limited company list its shares on NEPSE?
Yes, a registered public company can apply to list its shares on the Nepal Stock Exchange after SEBON approval. - What is the difference between public and private limited company in Nepal?
A public company can raise funds from the public and must meet higher compliance standards, while a private company cannot offer shares to the public. - What is the process of name approval for a public limited company in Nepal?
Name reservation is done online via OCR’s website before submitting the full registration application. - Do public companies have to conduct annual general meetings (AGMs)?
Yes, AGMs must be held annually within six months of the fiscal year-end. - What are the tax obligations for a public company in Nepal?
Public companies are subject to corporate income tax, VAT (if applicable), and annual audit and reporting requirements. - Can a public limited company have 100% foreign ownership in Nepal?
Yes, depending on the sector, 100% foreign ownership is allowed with FDI approval. - Are there any compliance requirements after registration of a public company in Nepal?
Yes, public companies must comply with annual filing, auditing, board meetings, AGMs, and disclosures to OCR and SEBON. - Can a public company operate in multiple business sectors in Nepal?
Yes, if those sectors are listed in the company’s objectives and approved during registration.