Registration of Public Company in Nepal
FinLex Associates
The registration of public companies in Nepal is governed by the Companies Act 2063 (2006) and Company Directives, 2072 (2015). The Office of Company Registrar (OCR) manages the company registration process in Nepal. This article covers the procedures for public company registration in Nepal.
Public companies are those that generate capital by selling shares and debentures publicly through a prospectus. A public company can be incorporated with at least seven promoters. However, if another public company incorporates it, the seven-promoter requirement is not mandatory. Public companies must have a minimum paid-up capital of NPR 1 crore (NPR 10 million).
The major difference between private and public companies is that public companies can sell shares and debentures to the general public via a prospectus, whereas private companies cannot.
Public companies listed on the stock exchange after successfully issuing an Initial Public Offering (IPO) are referred to as listed companies.
Companies conducting banking, financial transactions, insurance, stock exchange operations, pension funds, mutual funds, or telecommunications businesses with paid-up capital of NPR 5 crore (NPR 5 million), or as prescribed by law, must be incorporated as public companies.
Incorporation of Public Company in Nepal
To incorporate a public company in Nepal, the name must first be reserved through an application on the OCR's online portal. Once approved, the following documents are required:
- Application for incorporation
- Two copies of the Memorandum of Association
- Two copies of the Articles of Association
- Prior approval or license from relevant authorities, if required by law
- For Nepalese citizen promoters: notarized copy of the citizenship certificate
- For company promoters: registration certificate and board of directors' resolution
- Minimum paid-up capital of NPR 1 crore
Prescribed Government Fees for the Incorporation of Public Company in Nepal
| SN | Authorized Capital | Government Fees |
|---|---|---|
| 1 | Up to NPR 1,00,00,000 | NPR 15,000 |
| 2 | NPR 1,00,00,001 - NPR 10,00,00,000 | NPR 40,000 |
| 3 | NPR 10,00,00,001 - NPR 20,00,00,000 | NPR 70,000 |
| 4 | NPR 20,00,00,001 - NPR 30,00,00,000 | NPR 100,000 |
| 5 | NPR 30,00,00,001 - NPR 40,00,00,000 | NPR 130,000 |
| 6 | NPR 40,00,00,001 - NPR 50,00,00,000 | NPR 160,000 |
| 7 | More than NPR 50,00,00,000 | NPR 160,000 plus NPR 3,000 for each additional crore |
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This information is for educational purposes only and not legal advice. FinLex Associates retains all rights to the content.
