Registration of Public Company in Nepal

The registration of public companies in Nepal is governed by the Companies Act 2063 (2006) (Act) and Company Directives, 2072 (2015). The Office of Company Registrar (OCR) governs the company registration in Nepal. This article covers the procedures of public company registration in Nepal.

Public company are those company which can generate the capital by selling its shares and debentures publically to the general public by means of publishing the prospectus. Public company can be incorporated by atleast seven members (promoters). However, in the cases of incorporation of public company by another public company, the need of seven promoters are not mandatory. The public company must have paid off capital of at least NPR 1 crore (NPR 10 Million).

The major difference between private company and public company is that public company can sell its shares and debentures to the general public by issuing the prospectus. However, the private company does not have the right to sell shares or debentures publically.

The public company which are listed in the stock exchange after successful issue of the Initial Public Offering (IPO) are considered as listed companies.

A company carrying on the business of banking, financial transactions, insurance business related transactions, stock exchange business, pension fund or mutual fund, telecommunication company having paid up capital of NPR 5 crore (5 million NPR) or a company carrying on such other business or transactions as may be prescribed shall be  incorporated as a public company.

Incorporation of Public Company in Nepal

For the incorporation of public company in Nepal, a name shall be reserved first by submitting an application in the online domain of OCR. After the apporval of the name, these forllowing documents shall be prepared and submitted to the office of the company registrar :

• Application for incorporation
• 2 copies of Memorandum of Association
• 2 copies of Article of Association
• If the prior approval or license has to be obtained from any office under the prevailing law, then such approval or license
• If the promoter is a Nepalese citizen, notarized copy of the citizenship certificate and where another company is a promoter, a certificate of registration of incorporation and decision of the Board of directors
• The minimum paid off capital for public company is NPR 1 crore.

Prescribed Government Fees for the Incorporation of Public Company in Nepal

Disclaimer: This information is presented solely for educational purposes and should not be considered legal advice.

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