Overview of Public Limited Company Registration in Nepal
A public limited company in Nepal is a company that can issue shares to the public and is listed with the Office of the Company Registrar (OCR). It must comply with the Companies Act, 2063 (2006) and is generally used for large-scale operations. The registration allows the company to raise capital by issuing shares to the general public.
Eligibility Criteria for Public Limited Company Registration
To register a public limited company in Nepal:
- Minimum 7 promoters are required.
- Minimum paid-up capital of NPR 1 crore is mandatory.
- At least one Nepali citizen must be among the promoters.
- The company must have a registered office in Nepal.
Step-by-Step Process for Registering a Public Limited Company
- Select a unique company name and reserve it with OCR.
- Prepare the Memorandum of Association (MOA) and Articles of Association (AOA).
- Submit application with required documents to OCR.
- Pay government fees and capital registration fees.
- OCR reviews and registers the company.
- Receive the certificate of incorporation.
- Register for PAN/VAT at the Inland Revenue Department.
- Open a corporate bank account.
- Apply for industry-specific licenses if required.
Required Documents for Public Limited Company Registration
- Application for registration
- Proposed name reservation certificate
- MOA and AOA
- Citizenship copies of all promoters
- Agreement between promoters (if any)
- Bank voucher of capital deposit
- Office lease agreement or ownership document
- Power of Attorney
Timeline for Completing Public Limited Company Registration
The registration process typically takes 15 to 30 working days, depending on the completeness of the documents and responsiveness of the OCR.
Costs and Fees for Public Limited Company Registration
The cost varies based on authorized capital. In general:
- Legal and professional fees: NPR 15,000 to NPR 50,000
- Notary and document certification: NPR 5,000 to NPR 10,000
- Miscellaneous expenses: NPR 3,000 to NPR 5,000
Government Fees for Public Limited Company Registration
As per OCR fee structure:
- NPR 1,000 for application submission
- Capital registration fee (ranges from NPR 15,000 to 1.5% of authorized capital)
- NPR 100 to NPR 1,000 for name reservation
Checklist for Public Limited Company Registration Process
- Company name reservation
- Minimum 7 promoters with valid ID
- Drafted MOA and AOA
- Capital deposit in a bank
- Required application forms
- Document notarization
- Office address proof
- Power of attorney
Applicable Laws for Public Limited Companies in Nepal
- Companies Act, 2063 (2006)
- Income Tax Act, 2058
- Securities Act, 2063
- Labor Act, 2074 (if hiring employees)
- Foreign Investment and Technology Transfer Act, 2075 (for foreign investment)
Regulatory Authorities for Public Limited Company Registration
- Office of the Company Registrar (OCR)
- Inland Revenue Department (IRD)
- Securities Board of Nepal (SEBON) for public share issuance
- Nepal Rastra Bank (NRB) for foreign investment approvals
Services for Public Limited Company Registration
- Legal consultation and documentation support
- Drafting of MOA and AOA
- Company name reservation assistance
- OCR application filing and follow-up
- PAN/VAT registration
- Post-registration compliance support
Advantages of Public Limited Company Registration
- Access to public investment through share issuance
- Enhanced credibility and transparency
- Limited liability for shareholders
- Separate legal identity
- Easier access to bank loans and investor funding
Challenges in Public Limited Company Registration
- Lengthy documentation and bureaucratic procedures
- High minimum capital requirement
- Strict compliance and audit requirements
- Public disclosure and reporting obligations
- Higher scrutiny by regulatory bodies
Post-Registration Compliance for Public Limited Companies
- Hold board and shareholder meetings regularly
- File annual returns with OCR
- Maintain statutory books and records
- Submit financial reports for auditing
- Fulfill tax obligations with IRD
- Adhere to disclosure norms set by SEBON (if listed)
Important Considerations for Public Limited Company Registration
- Ensure capital requirements are met in advance
- Choose experienced legal and financial advisors
- Understand shareholder obligations and liabilities
- Plan for post-registration compliance and audits
- Align business objectives with public interest and investor rights
FAQs
What is a public limited company in Nepal?
A public limited company can offer shares to the public and is governed by the Companies Act, 2063.
What are the steps for public limited company registration?
Reserve name, prepare documents, apply at OCR, pay fees, obtain registration certificate, register for tax.
How much does it cost to register a public company?
Costs range from NPR 25,000 to NPR 70,000 excluding capital registration fees.
How long does the registration process take?
It takes about 15 to 30 working days.
What documents are needed for public limited company registration?
MOA, AOA, ID proofs, capital deposit proof, office address document, power of attorney.
Is there a minimum capital requirement for registration?
Yes, minimum NPR 1 crore is required.
What government fees are applicable for public company registration?
Fees include NPR 1,000 for application and 0.5%-1.5% of authorized capital.
Can foreign nationals register a public limited company?
Yes, subject to approval from Nepal Rastra Bank and compliance with FDI laws.
What are the advantages of registering a public company?
Public funding, limited liability, credibility, and legal recognition.
Which authorities regulate public limited companies in Nepal?
OCR, IRD, SEBON, and NRB regulate public limited companies.