A detailed guide and Information on company registration process in Nepal along with the Information on costs and fees involved.

Documents required for Company Registration in Nepal (Private Company).

Documents required to register a Public company is discussed in the ‘Company registration in Nepal FAQs’ section below.
Following documents are required to be presented at the office of the company registrar for registering a private company in Nepal:
1. An application in the format as per the ‘ANUSUCHI 1’ along with a 5 rupees stamp attached to it.
2. Two copies of ‘PRABANDHA PATRA’ (Article of Association).
3. Two copies of ‘NIYAMAWALI’ (Article of Memorandum).
4. A copy of the mutual agreement (if any).
5. Attested copies of the citizenship certificates of the founder shareholders.

Company registration process and rules that need to be followed after registering a company in Nepal.
A company registration procedure needs some fee (rajaswa) to be paid along with the amount of time required for the registration process. The registration fee differs for a private company and a public company. There is certain distinction between a private and a public company. The companies that generate money by public participation are public companies and those companies which are run by the owner without the permission to have public participation in purchase of shares are private companies. Private companies are not permitted to have stock flow for the public.

Understanding the difference between public and private company (we will cover registration process of private firm in another article)

The differences between private and public companies based on the distinctions are mentioned below:

S.N.Basis of DifferencePublic CompanyPrivate Company
1.Minimum paid-up CapitalRs. 1,00,000No minimum paid-up capital prescribed
2.Number of Members7 to any number of members1 to 50 members
3.Transfer of share or securitiesShares and securities are freely transferrableShares and securities can only be transferred to the existing shareholders of the company
4.Number of Board of Directors3 to 11Any number of Directors
5.Presence of Company SecretaryMandatoryOptional
6.General AssemblyMandatoryIn accordance with the Articles 

After registering a company in Nepal

After registering the company, the company has a number of obligations that must be met. A private company is obligated to many rules and they are discussed below. The obligations required to abide by, after the registration of a private company is called post registration procedure. If not met, penalties are charged.

Notification of Registration (within 3 months after registration of company)

After the registration process is complete and the company receives the certificate of registration, a notice must be provided. A registered company in Nepal needs to be in Nepal under the rules of the Companies Act and the notice of registered office should be provided. The registration number of the company, address of the company and other details of the company should be outlined and set where the company is established. These details must be provided to the Companies Registrar Office within three months after the registration of the company.

Shareholding Detail (within a month after the amount of share capital is paid by shareholders)

The company should provide a Shareholders register and should file that with the office of companies after the share capital of the company is issued and paid by the shareholders. This process should be completed within a month’s duration of the amount being paid.

Details for Directors: (within 7 days of taking the office)

As of the details given by the company for the directors, the details of the directors of the company must be submitted by the Directors within seven days of taking the office.

Annual General Meeting (AGM)

The company is required to run or conduct an Annual General Meeting (AGM), after the completion of one year of the establishment of the company. AGM should be conducted where the details of the company’s activities within one year must be discussed. This might not be applicable for private companies if it is not mentioned in their articles and the Memorandum of Association.

Accounting / Financial requirements

The details of the company’s financial documents and activities must be kept properly and need to be audited by an auditor at the completion of every financial year. The auditor should be appointed by all the shareholders and the appointment should be notified within 15 days of appointment to the Office of Companies Registrar Office. Audited Report of financial details are presented in front of all the shareholders at AGM.

Filing Requirements for company registration in Nepal

All the details like the auditor’s report, report of the number of shareholders in the company at the time, and annual audited account need to be filed within the six months of the end of the fiscal year.

Company Registration Cost /cost of registering company in Nepal and the fees involved (Cost to register a company in Nepal)

According to the index 21, the company registration fee depends on the registered capital of company. If the fee is up to NRs.5000, the payment is made in the accounts section of the office itself. If the charge is more than NRs 5000, then the amount should be deposited at the Nepal Rastra Bank, Banking Office, Thapathali, Kathmandu or in a branch of the commercial bank permitted by Nepal Rastra Bank, in the ‘RAJASWA’ account number1-1-05-10. Then two copies of the voucher should be submitted in the accounts section of the office of the company registrar, and the receipt should be presented in the registration section.
Company registration Cost is depends upon government’s fees and again it is based on Authorized Capital. This is the list for an individual who has Nepali nationality and is willing to open a private limited company. Please make a note that the following list may be modified in near future:-

• Up to NPR 100,000 (authorized capital): NRS 1,000.
• NRS 100,001 to NRS 500,000: NRS 4,500.
• NRS 500,001 to NRS 2,500,000: NRS 9,500.
• NRS 2,500,001 to NRS 10,000,000: NRS 16,000.
• NRS 10,000,001 to NRS 20,000,000: NRS 19,000.
• NRS 20,000,001 to NRS 30,000,000: NRS 22,000.
• NRS 30,000,001 to NRS 40,000,000: NRS 25,000.
• NRS 40,000,001 to NRS 50,000,000: NRS 28,000.
• NRS 50,000,001 to NRS 60,000,000: NRS 31,000.
• NRS 60,000,001 to NRS 70,000,000: NRS 34,000.
• NRS 70,000,001 to NRS 80,000,000: NRS 37,000.
• NRS 80,000,001 to NRS 90,000,000: NRS 40,000.
• NRS 90,000,001 to NRS 100,000,000: NRS 43,000.
• Additional than NRS 100,000,000: NRS 43,000 plus NRS 30 for all added NRS 100,000

Frequently Asked Questions on Company registration in Nepal (Company Registration Nepal FAQs)

What are the documents required for registering a private company in Nepal?

Please refer the article above if you have missed it. The list of documents required to register a private company in Nepal is covered in the topic ‘Documents Required’ above

What are the documents required for registering a public company in Nepal?

Following documents are required to be presented at the office of the company registrar for registering a public company in Nepal:
1. An application in the format as per the ‘ANUSUCHI 1’ along with a 5 rupees stamp attached to it.
2. Two copies of ‘PRABANDHA PATRA’ (Article of Association) in the format as per ‘ANUSUCHI 2’.
3. Two copies of ‘NIYAMAWALI’ (Article of Memorandum) in the format as per ‘ANUSUCHI 3’.
4. A copy of the agreement made among the founder members before the establishment of the company.
5. Attested copies of the citizenship certificates of the founder shareholders.

What are the documents required for Company Registration in Nepal by foreigner?

A foreigner can also found a company by getting permission according to the Company Act for establishing a company by investing within Nepal. The required documents are:
Everything mentioned in the above section (1-5) plus:
6. A copy of the permit received from the concerned body to invest within Nepal according the existing rules.
7. In case of Industrial Company with joint investment, a copy of the joint-investment agreement issued and registered by the department of industries.
8. In case of the foreigner being a single person, an attested copy of his passport, and in case of the foreigner being a company (legal body), an attested copy of the company registration certificate and a copy of the decision regarding details of the investment to be made upon the aspiring company by the founder and an attested copy of the passport of the person representing the founder company.

How long will the company registration process in Nepal take?

If the application was filled correctly with all information and the application is backed by other necessary documents, your company will be registered within 15 minutes. However, the Company registration office usually take upto 15 days to approve the name and proceed your registration process further. One can apply for company registration in Nepal online.

What are the types of business companies that can be opened in Nepal?

According to the Companies Act 2006 (2063B.S.), following companies can be established in Nepal:
a. Private limited company : It requires only one shareholder or promoter
b. Public limited company : At least seven shareholders and promoters are required
c. Non-profit company : At least five members are required. It has no shareholders.

Where is Company Registrar office of Nepal located?

Company Registrar Office (कम्पनी रजिष्टर्ड कार्यालय काठमाडौँ) is located at Tripureshwor Kathmandu.

What is the cost of registering company in Nepal?

All the details about cost and fees to register a new company in Nepal is covered above in the topic ‘Company registration cost in Nepal’. Please check if you have missed. Also, the rates are applicable for the time this article was prepared/updated (recent update: Jestha 2074). We will try to keep this information updated.

What is the minimum capital requirement for private limited company registration? What is the difference between Authorized, Issued and Paid up capital (adikrit, jaari and chukta puji)?

Private Limited Company does not have any minimum capital requirements.
Issued share capital and paid-up capital are the total amount of capital funded by a company’s shareholders. Authorized share capital, on the other hand, is the maximum capital that a company is allowed to raise through the sale of its shares.

What is the minimum paid up capital requirement for registering a public limited company?

A minimum paid up capital of 10 Million Nepalese Rupees is required to register a public limited company.
What is the minimum capital requirement for non- profit company registration?
A non- profit Company does not require any form of minimum capital.

 

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