Company Registration Process in Nepal | Register Business Easily | 2079

Learn about the Company Registration Process in Nepal. Setting up a Business in Nepal is now Easier. Learn how to register your business in Nepal.

In Nepal, Companies Act 2063 sec 2(a) defines the company means any company incorporated under this act. Especially the company is an association of persons, interested in doing investments and achieving a common objective.

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In our country the company was conducted by one man, therefore two or more persons are not reasonable to conduct the business company.

A company is a legal person and it has limited liability. It was an important feature and nature for conducting joint business. So that the significant feature of the company is as follows,

• Independent corporate personality
• Limited liability
• Perpetual existence
• Separate Property
• Transferable shares
• Capacity to sue and be sued
• Professional management

Incorporation of Company

The company registration process in Nepal is regulated under the Company Act 2006.

The procedures of incorporation of a company are two distinct rules that are general procedure and specific procedures.

General procedures are provided in Companies Act 2006 sections 3 to 7 and other related sections.

It was governed by the Companies Act and is applicable to all companies. However specific procedures are held by the specific acts and laws. It was applicable in the registration of specific types of companies.

In the Bank and Financial Institution Act 2063 sec 3, the related company was licensed from Nepal Rastra Bank and registered in the office of the company registrar.

The Companies Act 2006 section has a provision for the company registration process in Nepal that has different criteria of the law.

1. Any person desirous of undertaking any enterprise with a profit motive may either singly or jointly with others, incorporate a company for the attainment of one or more objective ser in the memorandum of association.
2. There shall be a minimum of seven Promoters for the incorporation of a public company. Provided, however, that seven promoters shall not be required for the incorporation of another Public Company by any Public company.
3. Notwithstanding anything contained elsewhere in this section, a company not distributing profits may subject to the provisions contained in Chapter 19, be incorporated for the attainment of one or more objects.

Promoters of the Company:

The promoter means a person who has consented to the matters contained in the memorandum of association to be furnished in the office for the incorporation of a company and signs the same in the capacity of the promoter, he was an establisher of the company. Promoter designed on prepares MOA, AOA, and application made to do forms the company, take the approvals by authority.

The number of promoters must be, Private Company-1, Public Company-2 and not distribute profit company 5 needed.

Promoters must be Nepali Citizens or registered united institutions, foreign investors approved under the Law of Nepal.

Each is mentioned in the AOA of the Company and at least one hundred shares if no provision is so mentioned (19.3).

These persons shall not be promoters under this Act.

• Underage of 16
• Legally disqualified person
• Private firms/ partnership firms
• Foreign person or firm, Company who disapproved by the Nepalese Government.
• Others

Rights and Duties of Promoters:

Companies Act 2006 has the provision of promoters’ rights and duties in a different section. After incorporation of the company, it cannot be directed, the promoter who has signed the prospectus as referred to in the prospectus and was accountable to the provision of section 28(3,4) of this Act or share capital section 42(2) provision, notwithstanding anything contained in sub-section (1) the promoter of the company other than a private company which has not borrowed Loan from any other company is held and a call on the share issued in his name is fully paid. In the case of a Public Company promoter acquiring the property except cash shall be evaluated by an engineer or any account officers have the certified person according to the prevailing Laws. The remuneration of promoters shall be mentioned in the MOA and AOA so that promoters should have significant rights in the incorporation of the company.

Application for registration of Company:

Application to be made for the company registration process in Nepal in the initiation of companies. Any person desirous of incorporating a company pursuant to section 3 shall make an application to the office, in such frees as prescribed, and along with the following documents as follows:-

1. The memorandum of association of the proposed company.
2. The article of association of the proposed company.
3. In the case of a public company, a copy of the agreement, if any, enters between the promoters prior to the incorporation of the company.
4. In the case of a private company, a copy of the consensus agreement, if any, is entered into the company.
5. Where prior approval or license has to be obtained from anybody under the prevailing law prior to the registration of the company on any particular type of business or transaction pursuant to the prevailing law, such approval or license.
6. Where the promoter is a Nepalese citizen, a certified copy of the citizenship certificate, and the registration certificate of such body, the decision of the board of directors on the incorporation of the company, and major documents relating to the incorporation of such body.
7. Where the promoter is a foreigner or company or body, permission is obtained under the prevailing law to make an investment or carry on business or transactions in Nepal.
8. Where the promoter is a foreign company or body, a certified copy of the incorporation of such company or body, and major documents relating to such incorporation.
9. Where the foreigner is the foreign person’s documents proving the country of his citizenship. Notwithstanding anything contained above, if the promoter agrees to accept the AOA as the format prescribed for the incorporation of the company with a single promoter or single share-holder, it shall not be required to submit the articles of association of a proposed company. When fulfilling these documents then listed the ticket Rs.5 and mentioned the applicant’s full address and contact numbers. The proposed capital and other paid bills must be submitted to the office of the company registrar.

Procedure for Registration of a Company:

All companies are different in their nature and there are different procedures for a company registration process in Nepal. So, separate provisions are provided in the Company Act.

Process for Registration of Private Company.

• Number of Promoters.
  The number of promoters of a private company should be 1 to 50. The single shareholder private company’s promoter was 1 and another private company had 2 to 50 promoters.

• The required document for the office of the company registrar.
  The private company incorporated by domestic investment promoters must submit an application and other documents for registration in the office of company registrar (OCR).

1. Application for the registration of a company.
2. Two copies of the memorandum of the proposed company.
3. Two copy articles of association of the proposed company.
4. If a single shareholder company accepts the given format of AOA, another AOA is not needed.
5. Where prior approval or license has to be obtained from any boy under the prevailing law prior to the registration of a company carrying on any particular type of business or transaction pursuant to the prevailing law, such approval or license.
6. Where the promoter is a Nepalese citizen, a certified copy of the citizenship certificate.
7. Where the promoter is a body corporate, the registration certificate of such body decision the board of directors on the incorporation of the company and major documents leading to the incorporation of such body (If a company, MOA, AOA, registered certificate, and corporate body registration certificate and memorandum)

A private company incorporated by foreign investors submits the following documents:

1. Above mentioned (1), (2), (3), (4) documents.
2. The permission obtained under the prevailing Law to make an investment or carry on a particular business or transaction in Nepal.
3. Where a promoter is a foreign person a document providing his country and a certified copy of his passport and citizenship.
4. Where the promoter is a foreign person or company or body a certified copy of the incorporation of such company or body and major documents relating to such incorporation.

Company Registration Fees

The company registration fee was declared in the Nepal Gazette by the publishing Nepal government. It can change at different times. It was applicable in Nepal.

• Conversion of a public company into a private company. A voluntary public company couldn’t convert private companies. Companies Act 2006 section 14 has the provision of conversion into a Private Company in a dividing situation. If the number of shareholders of a public company fails to maintain its paid capital by up to 1 crore reduction in this paid-up capital. It was not applicable to the specific Act under Particular business.

Public Company Registration Process in Nepal

Number of Promoters
The number of promoters of Public companies is more than seven but those seven promoters shall not be required for the incorporation of another public company by any public Company.

The required documents for the office of the company registrar.
For public company incorporation by a domestic investor, the office of the company registrar requires the following documents:-

1. Application for registration of a company
2. Two copies of the MOPA proposed company
3. Two copies of the AOA of the proposed company
4. The certified copy of the citizenship certificate of the promoters.
5. The promoter is a body corporate, the registration certificate of such body, the decision of the board of directors on the incorporation of the company, and major documents relating to the incorporation of such body.
6. The prior approval or license has to be obtained from anybody under the prevailing law prior to the registration of a company carrying any particular type of business or transaction pursuant to the prevailing law, such approval or license.

A public company incorporated by a foreign Investor submits the following documents:-

1. Above mentioned (1), (2), (3), (4) documents.
2. The permission obtained under the prevailing law to make an investment or carry on a particular business transaction in Nepal.
3. A promoter is a foreign person, with a document proving his country, and a certified copy of his passport and citizenship certificate.
4. Where the promoter is a foreign person or company or body a certified copy of the incorporation of such company or body and major documents relating to such incorporation.

Registration Fees
The company registration fee is declared in the Nepal Gazette by the publishing Nepal government.

Re-registration of Private Company into Public Company

Companies Act 2006 has the provision, for the re-registration of private companies into Public Companies in the two conditions.

• Voluntary Condition:-
  If, the general meeting of a private company, by adopting a special resolution, decided to convert the company into a public company. A certain condition should be fulfilled by a private company to do an application for re-registration to OCR within 30 days when passed the special resolution by a general meeting.
  
• Mandatory condition:-
  In the following circumstances, a private company shall be converted into a public company
• If 25% or more of the shares of a private company are subscribed by one or more than one public company.
• If a private company subscribes to 25% or more of the shares of a public company

Registration for profit not distributed company

The number of promoters must be 5 or more than 5 to incorporate a profit-not-distributed company. Promoter shall be any person, public trust registered under the prevailing law, and body corporate in this company.

Required documents for the office of the company registrar:

The profit not distributed company incorporation by the domestic investor office of the company register required the following documents.

1. Application for the registration of the company.
2. Two copies of the MOA of the proposed company.
3. Two copies of the AOA of the proposed company.
4. The prior approval of license has to be obtained from anybody under the prevailing law prior to the registration of a company carrying on any particular type of business or transaction pursuant to the prevailing law, such approval or license.
5. The certified copy of the Nepali citizenship certificate of promoters.
6. The promoter is a body corporate, the registration copy of such body, the decision of the board of directors on the incorporation of the company, and the major documents relating to the incorporation of such body.

The profit not distributing company, incorporated by foreign corporations or persons, shall be submitted following documents:-

• Above mentioned (1), (2), (3), (4) documents.
• The permission obtained under the prevailing law to make investments or carry on business or transactions in Nepal.
• A promoter is a foreign person, with a document proving his country, and a certified copy of his passport and citizenship.
• If a promoter is a foreign person, company, or body, a certified copy of the incorporation of such company or body, and major documents relating to such incorporation.

Registration fees:

There is a certain fee that needs to be paid to the Government for the company registration process in Nepal. The company registration fee was declared the Nepal gazette by the published Nepal government.

Registration of company

An application is made for the incorporation of a company pursuant to above all the documents; the office shall, after making necessary inquiries, register such company within 15 days after the date of making of the application and grant the company registration certificate to the applicant in the prescribed format. If the office refuses to register any company under any circumstances, it shall be given reasonable notice to the applicant no later than 15 days after the date the application was made for the incorporation. In Case you’re having problems then Advocate will help you register your business in Nepal.

After completing the company registration process in Nepal then a company has been registered, and the company shall be deemed incorporated. The office shall maintain a company registrar in the prescribed format for the purpose of section 5 (1). After the incorporation of the company under this section, subject to this act, the matters contained in the MOA and the AOA shall be binding on the company and its shareholders as if these were the provisions contained in a separate agreement between the company and every shareholder. When they take the company certificate, then they can conduct business with the permission of the authority or mention the laws if specific companies have different procedures which are rightly pointed to the specific laws.

Condition for power to refuse to register A Company:

The office may refuse to register a company in any of the following circumstances:

The clause of Name:-

• If the name of the proposed company is identical to the name by which a company in existence has been previously registered or so resembles the name of that company as it might cause misleading
• If the name or object of the proposed company is contrary to the prevailing Law or appears to be improper or undesirable in view of public interest, morality, decency, etiquette, etc., or reflects the motive of a criminal act.
• If the name of the proposed company is identical to the name of the company of which registration has been canceled pursuant to this act or which has been insolvent under the prevailing law or so resembles such name as it might cause misleading, and period of 5 years has not been expired after such cancellation of registration or insolvency.

The clause of Object:

The objective shall be against the prevailing law of the proposed company.

Other clauses shall arise when cannot be fulfilled certain conditions of the proposed company.

If the office refuses to register any company or fails to give notice according to this act, a person who is not satisfied may file a complaint in court within 15 days.

Company Registration Certificate

After the Registration of a Company, the Office of Company Registrar (OCR) shall provide you with a Company Registration Certificate.