1. Introduction to Public Company in Nepal
Public limited companies in Nepal operate under the Companies Act, 2063 (2006). These entities raise capital from the public and can issue shares after approval from the Securities Board of Nepal (SEBON). Public companies follow strict compliance and reporting standards. They are suited for businesses seeking substantial public investment and broader shareholder participation. Medha Law and Partners Is a leading law firm in Nepal.
2. What Is a Public Limited Company
A public limited company is a corporate entity authorized to offer shares to the public. It must have at least seven shareholders and three directors. It has limited liability and a separate legal status. Public companies must publish financial statements, conduct annual general meetings, and register with OCR. If offering shares, SEBON regulations apply.
3. Who Can Start Public Company Nepal
Individuals or legal entities can establish a public limited company. The law requires at least seven shareholders. Foreign nationals can invest under the Foreign Investment and Technology Transfer Act (FITTA), 2019. Promoters must not be disqualified under Sections 13 and 14 of the Companies Act, 2063. All must contribute to the initial capital.
4. Step-by-Step Registration Process Explained
To register a public company:
- Visit https://ocr.gov.np and create an account
- Apply for name reservation
- Wait 2–3 working days for approval
- Complete Form A with company details
- Upload MOA, AOA, and required documents
- Submit the online application
- Pay registration fees
- Track application status
- Download the certificate of incorporation
Accurate and complete documents are essential.
5. Where to Register Public Companies Nepal
All public companies must register via the OCR’s online portal: https://ocr.gov.np. Submissions are digital unless OCR requests physical documents. For assistance, applicants may visit the OCR office in Tripureshwor, Kathmandu. The portal manages all communications regarding incorporation.
6. Required Documents for Public Company
Documents required include:
- Proposed company name and objectives
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Citizenship certificates of promoters
- Passports for foreign investors
- Consent letters from directors
- Lease or ownership proof of office
- Passport-size photos
- Power of Attorney (if applicable)
- PAN form (if applying together)
- Form A (application form)
Upload all documents in clear PDF format.
7. Timeline for Public Company Approval
Registration typically takes 7 to 10 working days:
- Name reservation: 2–3 days
- Application review: 4–6 days
- Certificate issuance: 1 day after approval
Delays may occur if OCR requests clarifications. Legal review can reduce errors and speed up the process.
8. Government Fees for Public Company Nepal
Fees depend on authorized capital:
- Up to Rs. 1,00,000: NPR 1,000
- Rs. 1,00,001–5,00,000: NPR 4,500
- Rs. 5,00,001–25,00,000: NPR 9,500
- Rs. 25,00,001–1 crore: NPR 16,000
- Above Rs. 1 crore: Higher slab-based fees
PAN, SEBON, and legal service costs may apply separately.
9. Share Capital Requirements for Public Limited
A public limited company must have a minimum authorized capital of NPR 1 crore. This must be declared in the MOA. Promoters must subscribe to at least 7% of the issued capital. For public offerings, SEBON guidelines on disclosure and issuance apply.
10. Applicable Laws and Regulations Nepal
Public company formation and operation are governed by:
- Companies Act, 2063
- Securities Act, 2063
- FITTA, 2019
- Industrial Enterprises Act, 2076
- Income Tax Act, 2058
- Electronic Transaction Act, 2063
These laws cover incorporation, investment, compliance, and penalties.
11. Use of OCR Portal for Public Firms
The OCR portal offers services for public company registration:
- Secure login and dashboard
- Name availability checker
- Online Form A submission
- MOA and AOA upload
- E-payment options
- Status tracking
- Certificate download
Support is available via help desk and email.
12. Difference Between Private and Public
| Feature | Private Company | Public Company |
|---|---|---|
| Shareholders | 1–101 | Minimum 7, no upper limit |
| Capital | No minimum | Minimum NPR 1 crore |
| Share Trading | Restricted | Publicly tradable |
| Compliance | Lower | Higher, SEBON involved |
| Share Transfer | Limited | Freely transferable |
Public companies are structured for broader investment.
13. Post-Registration Obligations and Reports
After registration:
- Apply for PAN from Inland Revenue Department
- Open a company bank account
- Maintain share register and minutes book
- Submit annual returns and audits to OCR
- File SEBON reports if issuing public shares
- Conduct annual general meetings (AGMs)
Non-compliance may lead to fines or legal issues.
14. Common Mistakes During Registration Online
Frequent errors include:
- Unclear or mismatched documents
- Typing errors in names or objectives
- Non-compliance with SEBON formats
- Incorrect MOA or AOA structure
- Fee payment delays
Verify all inputs and seek expert review before submission.
15. Final Checklist for Public Registration
Before final submission:
- Confirm name approval
- Review signed MOA and AOA
- Ensure all ID documents are valid and scanned clearly
- Attach office lease or ownership proof
- Verify consistency across forms
- Include fee receipt or voucher
- Attach PAN form if applicable
Thorough checks reduce rejection risk.
FAQs
Minimum capital for public company?
A public company must have at least NPR 1 crore authorized capital under the Companies Act, 2063.
Can foreigners invest in this?
Yes, foreign investors may invest under FITTA, 2019, subject to approval from the Department of Industry and compliance with SEBON.
Is SEBON involved in process?
SEBON is involved when the company plans to raise capital from the public via share issuance.
How many directors required?
A public company must have at least three directors according to the Companies Act.
What documents are mandatory?
MOA, AOA, Form A, ID documents, consent letters, and office address proof are essential for registration.
Is this process fully online?
Yes, registration is done through the OCR portal. Manual submission is only required if OCR requests it.
Time duration for registration?
It generally takes 7 to 10 working days if all submissions are accurate and complete.
Do I need to visit OCR?
Only if OCR asks for clarification or physical verification. Otherwise, the process is digital.
Can public company raise funds?
Yes, with SEBON approval, public companies can raise capital through IPOs and other public offerings.
Annual compliance requirements?
Public companies must file annual returns, audit reports, and conduct AGMs in line with the Companies Act.