Public Company Registration in Nepal

Public company registration in Nepal is the legal process of establishing a public company under the Companies Act, 2063 through the Office of the Company Registrar (OCR). A public company is different from a private company because it can have a large number of shareholders and, subject to the applicable legal requirements, can issue shares to the public.

Under Section 3 of the Companies Act, 2063, a public company generally requires at least seven founders. The Act also provides specific requirements for public companies relating to share capital, management, public share issuance, financial reporting, and commencement of business.

The registration process generally involves reserving a company name, preparing the Memorandum of Association (MOA) and Articles of Association (AOA), submitting the required documents to the OCR, paying the applicable government fees, and obtaining the company registration certificate. A public company also needs approval to commence business after registration under Section 63 of the Act.

What Is Public Company Registration In Nepal?

Public company registration means legally incorporating a company as a public company under the Companies Act, 2063. The registered company becomes a separate legal entity and can conduct business in its own name.

Section 2 of the Companies Act defines a public company as a company other than a private company. Section 3 provides that at least seven founders are generally required to establish a public company. The number of shareholders of a public company can be at least seven and may be higher without the maximum shareholder limit applicable to a private company.

Public companies are generally used for businesses that require larger amounts of capital or may need to raise funds from a wider group of investors. Certain businesses, including banking, financial, insurance and securities-related businesses, are required by law to operate as public companies, subject to their sector-specific laws and approvals.

Why Should You Register A Public Company In Nepal?

A public company provides a legal structure suitable for businesses that may need a larger shareholder base and substantial capital. It can have many shareholders and can raise capital through legally permitted methods.

Public companies also operate under greater statutory requirements than private companies. They have obligations relating to shareholder records, financial statements, audits, general meetings, directors and disclosure requirements.

For certain regulated businesses, public-company status is a legal requirement. Section 12 of the Companies Act, 2063 requires certain businesses, including banking, financial, insurance and securities-market businesses, to be established as public companies.

Therefore, the decision to establish a public company should be based on the nature of the proposed business, capital requirements, ownership structure and applicable sector-specific laws.

Who Can Register A Public Company In Nepal?

Generally, at least seven founders can establish a public company in Nepal. Section 3(2) of the Companies Act, 2063 specifically provides for at least seven founders for incorporation of a public company. An exception applies where one public company establishes another public company.

The founders may need to provide their identification and other documents required by the OCR. The proposed company must also have a lawful objective and comply with the requirements relating to its MOA, AOA, share capital and registered office.

Foreign investors may also participate in companies in Nepal where permitted by Nepalese law and applicable foreign-investment regulations. Foreign investment can require approvals and documents from the relevant authorities depending on the nature and amount of investment.

Before registration, founders should therefore determine whether the proposed business is permitted for public-company incorporation and whether any sector-specific approval is required.

What Are Requirements For Public Company Registration?

A public company must satisfy the legal requirements prescribed under the Companies Act, 2063 and the registration procedures of the OCR.

Some major requirements include:

At least seven founders in the ordinary case.
An approved company name.
A registered office in Nepal.
A lawful business objective.
Memorandum of Association.
Articles of Association.
Required share-capital structure.
Identification documents of founders.
Payment of applicable registration fees.
Required licences or approvals for regulated businesses.
Compliance with applicable sector-specific laws.

Section 18 of the Companies Act requires the MOA to contain matters such as the company name, registered office, objectives, activities, authorized capital, issued share capital and the amount of capital subscribed by the founders.

The exact documents can vary depending on the founders, business activity and investment structure.

Where Can You Register A Public Company?

Public companies in Nepal are registered through the Office of the Company Registrar (OCR). The OCR is the government authority responsible for company registration and company administration under the Companies Act.

The OCR provides information regarding company registration, required documents and applicable fees. Its online system also supports company-related services and registration procedures.

Applicants can begin the process electronically by submitting the proposed company name for approval and then proceeding with the required company registration documents.

The registration should be completed according to the procedures prescribed by the OCR and the Companies Act. Depending on the nature of the business, additional approvals from another government regulator may also be required.

How To Start Public Company Registration Process?

The public company registration process normally starts with selecting a suitable company name and checking whether the name can be registered.

The general process includes:

Create an account through the OCR’s online company registration system.
Submit the proposed company name for approval.
Prepare the company’s MOA and AOA.
Prepare founder and shareholder information.
Collect citizenship and other required documents.
Submit the registration application and supporting documents.
Pay the applicable government registration fee.
Respond to any query or correction requested by the OCR.
Obtain the company registration certificate.
Complete post-registration requirements.
Obtain approval to commence business where required.

Section 4 of the Companies Act requires an applicant to apply electronically for approval of the proposed company name. After the application and required documents are examined, Section 5 provides for registration and issuance of the certificate subject to the legal requirements and prescribed fee.

What Documents Are Required For Public Company?

The documents required can differ according to the company’s ownership, business activity and investment structure. The OCR’s registration guidance requires incorporation-related documents for companies registered by Nepali founders and provides additional requirements for foreign or corporate founders.

Common documents may include:

Application for company registration.
Approved company name.
Memorandum of Association.
Articles of Association.
Citizenship copies of founder shareholders.
Details of founders and shareholders.
Details of directors.
Registered office details.
Evidence relating to the company’s capital structure.
Required approvals or licences for regulated businesses.
Corporate documents where a legal entity is a founder.
Foreign-investment approval and related documents where applicable.

The MOA and AOA should be prepared according to the Companies Act and OCR requirements. Founders should also ensure that names, addresses, share subscriptions and signatures are correctly recorded.

How Long Does Public Company Registration Take?

The statutory registration period is provided in the Companies Act. Section 5 states that, after receiving the application, the Office should conduct the necessary examination and register the company within seven days, subject to the applicable requirements and payment of the prescribed fee.

This does not necessarily mean that every application will be completed within seven calendar days from the first submission. The practical time can depend on whether the company name is accepted, whether documents are complete, whether corrections are required and whether additional approvals are necessary.

For businesses requiring sector-specific licences or approvals, the overall establishment process can take longer than the basic company-registration stage.

Applicants should therefore distinguish between company incorporation and the separate process of obtaining permission to conduct a regulated business.

How Much Does Public Company Registration Cost?

The registration cost depends mainly on the company’s authorized capital and the applicable government fee schedule.

The OCR currently publishes a fee schedule for public limited company incorporation. The displayed schedule provides the following registration fees:

Authorized Capital	Registration Fee
Up to NPR 1 crore	NPR 15,000
NPR 1 crore to NPR 10 crore	NPR 40,000
NPR 10 crore to NPR 20 crore	NPR 70,000
NPR 20 crore to NPR 30 crore	NPR 100,000
NPR 30 crore to NPR 40 crore	NPR 130,000
NPR 40 crore to NPR 50 crore	NPR 160,000

The OCR also publishes notices concerning fee changes, exemptions and other revenue matters. Therefore, applicants should verify the latest applicable fee before submitting an application.

Other expenses may include professional drafting fees, document certification, sector-specific licences, compliance costs and other applicable government charges.

What Government Fees Apply During Registration?

The main government registration fee depends on the authorized capital of the proposed public company.

According to the fee schedule currently displayed by the OCR, a public limited company with authorized capital up to NPR 1 crore has a registration fee of NPR 15,000. Higher authorized-capital brackets have higher registration fees.

The government fee should not be confused with the total cost of establishing a company. A business may have additional expenses for professional services, licences, approvals, document preparation and compliance.

Since the OCR periodically publishes notices concerning fees and exemptions, applicants should check the current OCR fee notice when preparing the registration application rather than relying only on an older fee schedule.

How To Complete Public Company Registration Step?

The registration can be completed by following the statutory and administrative procedure prescribed by the OCR.

Step 1: Choose A Company Name

Select a name that complies with the Companies Act and does not conflict with an existing registered company or otherwise violate the applicable requirements.

Step 2: Reserve The Company Name

Submit the proposed name through the OCR’s online system and obtain approval.

Step 3: Prepare Company Documents

Prepare the MOA, AOA and other incorporation documents based on the company’s proposed activities, capital and ownership structure.

Step 4: Submit Registration Application

Submit the application and supporting documents through the prescribed OCR process.

Step 5: Pay Registration Fee

Pay the applicable government registration fee based on the company’s authorized capital.

Step 6: Respond To Corrections

If the OCR identifies an error or requires additional information, provide the correction or document within the required process.

Step 7: Receive Registration Certificate

After the requirements are satisfied, the OCR registers the company and issues its registration certificate.

Step 8: Complete Post-Registration Requirements

After incorporation, the company must complete applicable statutory, tax, licensing and corporate-compliance requirements.

Step 9: Obtain Business Commencement Approval

A newly incorporated public company cannot simply begin business without satisfying the requirements for commencement of business. Section 63 requires a public company incorporated under the Act to obtain approval to commence business.

What Laws Govern Public Company Registration?

The main legislation governing company incorporation in Nepal is the Companies Act, 2063.

The Act covers company incorporation, MOA and AOA, shares, directors, general meetings, accounts, audits, public offerings, company administration, mergers and other corporate matters.

Some provisions directly relevant to public companies include:

Section 3: Incorporation of a company and the requirement of at least seven founders for a public company.
Section 4: Application for registration.
Section 5: Registration and issuance of the certificate.
Section 12: Businesses that must operate as public companies.
Section 18: Contents of the MOA.
Section 27: Share application and face value requirements for public companies.
Section 63: Approval required for commencement of business.
Section 184: Registered office requirements.
Section 185: Company secretary requirements for companies meeting the prescribed paid-up capital threshold.

Other laws can apply depending on the company’s business sector. For example, financial institutions, insurance companies and securities-related businesses are subject to sector-specific regulatory laws and approvals.

Which Authorities Handle Public Company Registration?

The Office of the Company Registrar is the principal authority responsible for registering companies in Nepal. It also handles various company-administration matters after incorporation.

However, company registration is not always the only government process required to start a business.

Depending on the proposed activity, a public company may need to deal with other authorities for:

Business or sector-specific licences.
Foreign-investment approval.
Tax registration.
Securities-related approval.
Banking or financial-sector licensing.
Insurance-sector licensing.
Other regulatory permissions.

For example, Section 63 of the Companies Act requires a public company to obtain approval to commence business, and the OCR’s company-administration guidance refers to evidence of compliance with conditions imposed by the relevant regulatory authority for businesses requiring such approval.

What Public Company Registration Services Are Available?

Public company registration involves more than submitting a registration form. Professional legal and corporate services can assist founders with preparing documents and completing the required corporate procedures.

Services may include:

Company name reservation support.
MOA drafting.
AOA drafting.
Company registration application.
Founder and shareholder documentation.
Corporate structure advice.
Share-capital documentation.
Foreign-investment documentation where applicable.
Sector-specific licence coordination.
Business commencement approval support.
Post-registration compliance.
Corporate record preparation.
Changes to company structure or capital.

The need for professional assistance depends on the company’s structure and business activity. A company with multiple founders, foreign investment or regulated activities may require more documentation than a straightforward incorporation.

What Is The Checklist For Public Company Registration?

Before submitting a public company registration application, founders should check whether the company’s basic legal and documentary requirements are ready.

Public Company Registration Checklist

At least seven founders identified.
Company name selected.
Company name approved.
Registered office address available.
Business objectives finalized.
Authorized capital determined.
Issued and subscribed capital determined.
Share structure prepared.
MOA prepared.
AOA prepared.
Founder identification documents collected.
Director details prepared.
Required corporate documents collected.
Required licences or approvals identified.
Registration fee confirmed.
Application submitted through the prescribed system.
Registration certificate obtained.
Post-registration obligations completed.
Business commencement approval obtained where required.

Section 18 of the Companies Act specifically requires several capital, ownership and business-objective matters to be included in the MOA, so these details should be finalized before submission.

Conclusion

Public company registration in Nepal is governed mainly by the Companies Act, 2063 and administered by the Office of the Company Registrar. In the ordinary case, at least seven founders are required, and the company must prepare its constitutional documents, satisfy capital requirements and submit the required information and documents to the OCR.

Registration is only one part of establishing a public company. Depending on the business, the company may also need tax registration, sector-specific licences, regulatory approvals and permission to commence business. Section 63 of the Companies Act specifically requires a public company to obtain approval before starting its business.

Founders should therefore review the company’s proposed activities, ownership structure and capital before beginning the registration process. Professional legal assistance can be useful where the company involves multiple founders, foreign investment, regulated activities or complex corporate arrangements.

Frequently Asked Questions

What Is Public Company Registration In Nepal?

Public company registration is the legal incorporation of a public company under the Companies Act, 2063 through the Office of the Company Registrar. A public company generally requires at least seven founders and can have seven or more shareholders. It must comply with additional corporate and regulatory requirements applicable to public companies.

Who Can Register A Public Company In Nepal?

Generally, at least seven founders can establish a public company in Nepal. The founders must satisfy the applicable requirements under the Companies Act and submit the required documents to the Office of the Company Registrar. Different rules may apply where a public company is established by another public company or where foreign investment is involved.

What Documents Are Required For Registration?

Common documents include the registration application, approved company name, Memorandum of Association, Articles of Association, founder identification documents, shareholder and director information, registered-office details and evidence of required approvals. Additional documents may be necessary for corporate founders, foreign investors or regulated businesses.

Where Can I Register A Public Company?

A public company is registered through the Office of the Company Registrar. The OCR provides online company-registration facilities and information regarding required documents and procedures. Applicants should use the current OCR registration system and follow the applicable instructions when submitting the incorporation application.

How Long Does Public Registration Take?

Section 5 of the Companies Act provides that the Office should register the company within seven days after receiving the application, following necessary examination and subject to satisfaction of the requirements and payment of the prescribed fee. Additional licensing, corrections or regulatory approvals can affect the overall time required to establish the business.

How Much Does Public Registration Cost?

The government registration fee depends on the company’s authorized capital. The OCR currently displays NPR 15,000 for public limited companies with authorized capital up to NPR 1 crore, with higher fees for higher capital brackets. Applicants should check the latest OCR fee notice before filing because fees and exemptions can change.

What Is Minimum Capital For Public Company?

The applicable capital requirement depends on the company and its business. The Companies Act specifies capital-related requirements, while particular regulated industries may impose additional minimum paid-up-capital requirements. Therefore, founders should determine the capital requirement according to the proposed business activity rather than applying one general amount to every public company.

Can One Person Register A Public Company?

Generally, no. Section 3(2) of the Companies Act requires at least seven founders for incorporation of a public company. The Act contains an exception where one public company establishes another public company. Therefore, a single individual cannot ordinarily incorporate a public company alone.

Can Foreigners Register Public Companies In Nepal?

Foreign investment may be permitted in Nepal subject to applicable laws, investment restrictions and approvals. Foreign investors may need investment approval and other documents depending on the structure and business activity. The exact requirements should be checked before incorporation because some sectors have restrictions or additional regulatory requirements.

Can Lawyers Help Register Public Companies?

Yes. Lawyers and corporate-service professionals can assist with company-name applications, MOA and AOA drafting, registration documents, shareholder arrangements, regulatory approvals and post-registration compliance. Professional assistance can be particularly useful where the proposed company has multiple founders, foreign investment, complex ownership arrangements or a regulated business activity.