No, you don’t need to renew your company at the Office of the Company Registrar. However, if your company is also registered with another government body or if you’ve obtained any kind of license or permit to operate your business you should check with that authority. If their rules require renewal of the registration, license, or permit, then you must follow those procedures accordingly. That said, all companies are still legally required to submit their annual report and any other specified details to the Office of the Company Registrar within the specified time and this must be done through the online system.
No, companies don’t have to pay any annual fee to the Office of the Company Registrar as long as they submit their required documents on time. But if the company fails to file those documents within the given time, a (penalty) will apply. The longer the delay, the higher the penalty, as stated in the law.
However, taxes and prescribed details must be submitted to the Internal Revenue Office in accordance with prevailing laws.
Please see the revenue rates prescribed for company registration and other administrative work under the Revenue / Fees heading (menu) of this website
The company’s objectives can be set out in the Memorandum of Association as per the necessity.
No, a company cannot register or operate as a partnership or private firm.
However, But the company can open another company or invest as a shareholder in another company.
For a private company, the face value of shares is determined as per the company’s ARTICLE OF ASSOCIATION.
The face value of a public company’s shares should be Rs. 50 per share or any number of digits divisible by 10 (50, 60, 70, 80, 90, 100, ……….,1000, …….).
A company must issue share certificates within 2 months of share allotment.
(However, in the case of listed public companies, shares must be credited to the shareholder’s demat account in accordance with the rules and policies set by the Securities Board of Nepal.)
These records must be properly maintained and safeguarded by the company itself. And 1 copy of it should be certified by the chairman and company secretary of the company and filed with the office of the Registrar of Companies.
(However, listed companies must maintain their shareholder details up-to-date by entering into an agreement with the share registrar (REGISTRAR TO SHARE/RTS) as per prevailing law.)
The company must maintain a register of company shareholders at its registered office.
The company must keep the shareholder register updated if there is any transfer, sale or transfer of shares.
The company must keep a copy of the updated shareholder register in the office of the Registrar of Companies. It is the responsibility of the company itself to keep the shareholder details (shareholders, number of shares opened) updated and safe.
In Nepal, companies registered under national law are generally allowed to operate throughout the country.
However, if any specific law restricts business operations to certain geographicalor administrative areas(such as a province, district, or local level), then the company must follow those legal restrictions.
Similarly, if a particular law requires approval or a license to operate or open a branch in a certain area, the company must obtain the necessary permission accordingly.
If a company opens a branch, unit, sales center, shop, or office within a local jurisdiction, it must register the businesswith thatlocal authority as per the local rules and regulations.
If a company is engaged in an activity that requires a license or permit, or if its business objective falls under a regulated sector, then it must obtain the necessary license or register with the concern authority before starting operations.
PROVISIONS RELATED TO PUBLIC COMPANY:
A public company must have at least 7 promoters at the time of incorporation.
However, if a public company is being established by another public company, then the requirement of 7 promoters does not apply.
A public company can have an unlimited number of shareholders.
Unless otherwise provided by the prevailing law or the Government of Nepal by publishing a notification in the Gazette regarding the paid-up capital of a particular company, the paid-up capital of a public company should be at least Rs. 10 million.
Yes, a public company can be converted into a private company by fulfilling the provisions of Section 14 of the Companies Act, 2063 (2006).
Yes, according to Section 63 of the Companies Act, 2063, a public company must obtain formal approval before commencing its business operations.
The notice must be published at least 21 days in advance in a national level newspaper.
Yes, a public company can hold its Annual General Meeting online or via video conference, but it must still comply with all the provisions outlined in the Companies Act and regulations.
Every shareholder or their authorized representative is entitled to vote in the Annual General Meeting.
At least 51 percent of the total number of directors
For an ordinary resolution, the proposal must be passed by a majority of the shareholders present at the meeting.
For a special resolution, it must be supported by shareholders representing at least 75% of the shares present or represented in the meeting.
The company must send the details to the shareholders within 30 days of the meeting
The first Annual General Meeting (AGM) must be held within one year from the date the company receives approval to commence business.
After that, the company must hold an AGM within six months after the end of each fiscal year.
A public company must have between 3 to 11 directors on its Board.
If a public company has female shareholders, the Board must include at least one female director.
If the company has up to 7 directors, it must appoint at least one independent director.
If the company has more than 7 directors, it must appoint at least two independent directors.
The Board of Directors itself selects the Chairperson from among its members.
If the company’s Articles of Association specify a minimum number of shares to qualify as a director, the person must hold at least that number of shares.
The individual must be at least 21 years old.
For private companies, the term is as specified in the company’s Articles of Association.
For public companies, unless otherwise stated in the Articles, the term of a director can be up to 4 years.
The Board of Directors must meet at least 6 times a year.
The gap between two Board meetings must not exceed 3 months.
The responsibility lies with the Board of Directors or other responsible company officials.
The company must keep its records at its registered office (main or central office).
They cannot be appointed for more than 3 consecutive terms.
PUBLIC COMPANY
A private company can have up to 101 shareholders.
Yes, a private company can be converted into a public company as per the provisions of Section 113 of the Companies Act, 2063.
A private company can begin its business as soon as it receives the Certificate of Incorporation (Company Registration Certificate) from the Office of the Company Registrar.
However, if the business involves activities that require prior approval or licensing from specific authorities under prevailing laws, the company mustobtain such approval before starting operations.
For example, after registering as a company, banks and financial institutions must obtain approval from the Nepal Rastra Bank before starting operations. Similarly, insurance companies are required to get approval from the Insurance Board. Foreign employment agencies must be licensed by the Department of Foreign Employment. Hospitals, whether registered as a private limited or public limited company, must be authorized by the Department of Health Services or the relevant regulatory authority. Likewise, schools or educational institutions registered as a private or public limited company must obtain permission from the Department of Education or the concerned authority before commencing their services.
Apart from these, if any law requires prior approval, license, or permit from a specific authority to carry out a particular business, it is the responsibility of the company and its directorsto obtain such approval before starting that business.
No, a minor cannot be appointed as a company director.
A private company can have up to 11 directors.
No, a private company is not allowed to raise share capital by publicly inviting the general public.
The frequency of board meetings shall be as specified in the company’s Articles of Association.
MISCELLANEOUS
Yes, a company can be dissolved (liquidated) by following the procedures outlined in the Company Act 2063.
The appointment must be reported within 7 days from the date of appointment.
No, a person cannot be appointed as a liquidator for more than one company at the same time.
Yes, companies registered in Nepal as public companies whether with domestic, foreign, or joint investments can issue shares to the general public after obtaining approval from the Securities Board of Nepal.