Complete Guide to Public Limited Company Registration and Conversion in Nepal

Navigating corporate structures in Nepal requires strict adherence to the Companies Act, 2063 (2006) and oversight procedures mandated by the Office of the Company Registrar (OCR). Whether you are launching a large-scale enterprise from scratch or evaluating structural changes, understanding these statutory pathways is essential.

PART I: Registering a Public Limited Company in Nepal

A Public Limited Company is designed for large-scale businesses intending to raise capital from the general public and potentially list on the Nepal Stock Exchange (NEPSE).

1. Minimum Statutory Requirements

Before initiating the paperwork, promoters must ensure compliance with the baseline prerequisites set under Section 2(k) and related provisions of the Companies Act, 2063:

• Shareholders: Minimum of 7 (seven) promoters/shareholders (no upper limit).

• Board of Directors: Minimum of 3 (three) directors.

• Paid-Up Capital: A minimum paid-up capital of NPR 1 Crore (10,000,000) for general sectors. (Note: Sector-specific regulations, such as banking, insurance, or hydropower, dictate higher capital thresholds via respective regulators like Nepal Rastra Board or SEBON).

• Company Name: Must end with the word "Limited" (or लिमिटेड).

2. Step-by-Step Registration Process via OCR

The integration process is digitized through the OCR portal, managed centrally at Tripureshwor, Kathmandu:

• Step 1: Name Reservation
  Submit a proposed name through the OCR online system. The name must be unique, non-misleading, and not identical to an existing registered entity. Once approved, the name is reserved for 35 days.

• Step 2: Drafting Constitutional Documents

  • Memorandum of Association (MoA): Outlines the primary objectives, authorized capital structure, and scope of operations.

  • Articles of Association (AoA): Sets out internal governance rules, shareholder voting rights, board procedures, and transfer of shares.

• Step 3: Document Compilation & Verification
  Gather all mandatory documents signed by the founding promoters and directors.

• Step 4: Online Submission and Fee Payment
  Log into the OCR portal, upload scanned sets of all credentials, fill out the incorporation form, and clear the official registration and capital-based fees electronically.

• Step 5: Issuance of Incorporation Certificate
  Upon successful scrutiny and verification by OCR officials, the Certificate of Incorporation is issued, establishing the corporate body as a distinct legal entity.

3. Essential Documentation Checklist

• Citizenship certificates (or valid passports for foreign promoters) of all shareholders and directors

• Recent passport-sized photographs

• Approved Name Reservation letter

• Duly signed MoA and AoA

• Registered office address proof (ownership deed or lease/rental agreement alongside landlord consent)

• Capital verification/deposit bank letter

• Written consent letters from appointed directors

PART II: Converting a Public Company into a Private Company

Under specific legal triggers, a Public Limited Company may—or must—transition into a Private Limited Company. This is governed strictly by Section 14 of the Companies Act, 2063.

1. Grounds for Conversion

A public company transitions to a private company under the following statutory triggers:

1. Falling Below Minimum Shareholder Threshold: If the total number of shareholders drops below seven (7).

2. Failure to Maintain Paid-Up Capital: If the company fails to maintain the statutory minimum paid-up capital requirement or if capital drops below requirements due to a formal share capital reduction under Section 57.

2. Statutory Timelines and Conversion Procedure

If any of the above conditions occur, the company must execute the transition sequentially:

• Step 1: Corporate Amending (Within 6 Months)
  The company must pass special resolutions to amend its Memorandum of Association (MoA) and Articles of Association (AoA) to reflect private company attributes (such as restrictions on share transfers and capping maximum shareholders) within 6 months of the triggering event.

• Step 2: Filing Application with OCR (Within 30 Days of Amendment)
  Within 30 days of amending the constitutional documents, file a formal application to the OCR.

  • Required Enclosures:

    • Copies of the newly amended MoA and AoA.

    • Prescribed conversion application fees.

    • Board/General Meeting resolution supporting the transition.

• Step 3: OCR Review and Conversion Certificate (Within 60 Days)
  Upon receiving the application, the OCR will review the filings, update its company registry to reflect the status change, and issue a Company Conversion Certificate within 60 days.

3. Post-Conversion Succession of Rights and Liabilities

Pursuant to Section 14(5) of the Companies Act, the moment a public company is converted into a private company, all assets and liabilities of the prior public entity seamlessly devolve onto the new successor private company without disrupting ongoing contracts or obligations.

Disclaimer: Corporate registration and restructuring involve intricate legal drafting and dynamic compliance thresholds. For tailored assistance with drafting constitutional documents or handling communications with the Office of the Company Registrar, consult the corporate legal team at Vidhi Jnya Lawyers.## Comprehensive Guide: Public Limited Company Registration & Conversion from Public to Private in Nepal

Navigating corporate compliance in Nepal requires adherence to the Companies Act, 2006 (2063) and procedures set by the Office of the Company Registrar (OCR). This guide provides a step-by-step roadmap for registering a Public Limited Company and subsequently converting a Public Limited Company into a Private Limited Company.

Part 1: Registering a Public Limited Company in Nepal

A Public Limited Company (PLC) is ideal for businesses looking to raise capital from the general public through share issuance.

Key Prerequisites

• Minimum Shareholders: At least 7 founding shareholders (no maximum limit).

• Minimum Directors: At least 3 directors and a maximum of 11.

• Minimum Paid-up Capital: As per prevailing laws or sector-specific regulations (historically NPR 10 Million for general PLCs, subject to OCR guidelines).

• Name Availability: Must include "Limited" (or "P.L.C.") at the end of the name.

Step-by-Step Registration Procedure

Step 1: Name Approval

1. Check name availability on the OCR online portal.

2. Submit 3-4 alternative names reflecting the core business objectives.

3. Ensure the name is not identical or deceptively similar to an existing registered company or trademark.

Step 2: Drafting Charter Documents

Prepare the core legal founding documents:

• Memorandum of Association (MOA): Outlines the company's objectives, capital structure, and scope of operations.

• Articles of Association (AOA): Details the internal governance rules, meeting procedures, voting rights, and duties of directors.

Step 3: Online Application Submission via OCR Portal

1. Log in to the Office of the Company Registrar (OCR) portal (ocr.gov.np).

2. Fill out the digital incorporation form.

3. Upload scanned copies of required documents:

   • Citizenship certificates or valid passports of all founding shareholders and directors.

   • Passport-size photographs of founders and directors.

   • Tax clearance certificate or PAN (if applicable).

   • Lease agreement of the registered office address along with the landlord's citizenship and utility bill.

   • MOA and AOA signed by the promoters.

Step 4: Verification and Certificate Issuance

1. OCR officials review the submitted paperwork for compliance with the Companies Act, 2006.

2. Upon successful verification, pay the requisite registration and capital-based government fees.

3. OCR issues the Certificate of Incorporation.

Step 5: Post-Registration Compliance

Within the statutory timeframe, complete the following:

• PAN and VAT/EXCISE Registration: Obtain a Permanent Account Number from the Inland Revenue Department (IRD).

• Local Ward Office Registration: Register the business location with the local municipal ward office.

• Bank Account Opening: Open a corporate bank account in the company's name to deposit paid-up capital.

• Securities Board of Nepal (SEBON) / Stock Exchange: If planning an Initial Public Offering (IPO), necessary approvals from SEBON and Nepal Stock Exchange (NEPSE) must be secured.

Part 2: Converting a Public Limited Company to a Private Limited Company

Under Nepalese corporate law, a company can alter its status, though transitioning from public to private involves strict regulatory oversight to protect shareholder and creditor interests.

Key Considerations Before Conversion

• Shareholder Limit: A Private Limited Company can have a maximum of 101 shareholders. If the public company exceeds this, share restructuring is mandatory prior to conversion.

• No Public Invitation: Post-conversion, the company cannot invite the public to subscribe for its shares or debentures.

• Special Resolution: Requires formal approval via a general meeting.

Step-by-Step Conversion Procedure

Step 1: Board of Directors Meeting

1. Convene a meeting of the Board of Directors.

2. Pass a resolution approving the conversion of the company from a public limited to a private limited structure and proposing amendments to the MOA and AOA.

3. Fix the date, time, and agenda for the general meeting.

Step 2: Convene a Special General Meeting (SGM)

1. Issue notice to all shareholders as per the AOA.

2. Pass a Special Resolution (requiring the requisite majority as mandated by the Companies Act and AOA) approving the conversion.

Step 3: Application to the Office of the Company Registrar (OCR)

Submit a formal application package to the OCR containing:

• Application letter signed by authorized representatives detailing the reasons for conversion.

• Original Certificate of Incorporation of the Public Company.

• Board Resolution and Minutes of the Special General Meeting approving the conversion.

• Amended MOA and AOA reflecting the private company structure (e.g., restriction on the right to transfer shares, capping shareholders at 101, removing public invitation clauses).

• Updated Shareholder Register, ensuring compliance with private company limits.

• Audited financial statements and a clearance certificate confirming that no public deposits or unsettled liabilities violate the transition.

Step 4: OCR Review and Approval

1. OCR examines the resolution, documents, and compliance records.

2. Notice may be required to be published in a national daily newspaper to invite objections from creditors or stakeholders within a specified timeframe (typically 30 days).

3. If no adverse claims are filed and all legal requirements are satisfied, OCR approves the conversion.

Step 5: Issuance of Revised Certificate & Post-Conversion Updates

1. OCR issues a revised Certificate of Incorporation indicating the company’s new status as a private limited company.

2. Update company details with:

   • Inland Revenue Department (IRD) for PAN/VAT database updates.

   • Local Ward Office.

   • Commercial banks and financial institutions where corporate accounts are maintained.

   • SEBON / NEPSE (if previously listed, formal delisting procedures must be executed concurrently).

Need expert legal drafting or representation for corporate registration or restructuring in Nepal? Reach out to Vidhinya Lawyers at vidhijnyalawyers.com.np for tailored professional assistance.

Disclaimer: The information provided above reflects the official government fees applicable as of 16 July 2026. Government fees, charges, and registration requirements may change periodically due to amendments in laws, regulations, or administrative directives. Readers are advised to verify the latest fee schedule with the relevant authority before relying on this information.