Procedure for registering company in Nepal

Company registration procedure / documents

          1. Company:

(A) Company and Public Limited is understood as an autonomous and organized organization with an unbroken succession. It can acquire, hold, sell or otherwise conduct movable and immovable property like a person and may also file a complaint in its own name.

(B) Private Company: A company with a maximum of 50 shareholders established as per the above A and a company with a single shareholder also falls under a private company.

(C) Public Company: Out of the companies established as per A, it is a company other than private company in which there should be at least 7 founders and paid up capital should be at least Rs. 10 million.

(D) Non-Profit Company: A company established in accordance with the Companies Act, 2063 in which no dividend or any other amount is to be distributed or paid to the members from the profits earned or the amount saved for any purpose. Generally Company Limited or Pvt. are not required for non-profit company. 

           2. Company Registration:

Registration of any company is done by the Office of the Registrar of Companies under the Ministry of Industry, which requires the following documents as follows: 

2.1.  In relation to a company to be established as a Nepali citizen shareholder (not distributing profits):

    निवेदन Application as per schedule 1.

• If the proposed private company is a sole shareholder, private company, public limited company,  and  non-profit company: 2 copies of management letter.
• If the proposed company is private limited, public limited company and ] non-profit company as: 2 copies of regulations.
• Certified copy of the citizenship certificate of the founding shareholders.
• If there is a consensual agreement in the case of Pvt. Ltd., a copy of such agreement.
• In the case of a public limited company, if there is any agreement between the founders before establishing the company, a copy of it.
• Prior approval or permission of any body, if required, approval of such body.
• If the founder is a Nepali company (legal person) a copy of the company registration certificate, what, how much and how to invest in the newly established company and a copy of the decision of the board of directors disclosing the name of the person representing the founding company and certified copy of the citizenship certificate of the representative.

2.2.  Additional documents required for a joint venture or a company with full foreign investment to be established with foreign nationals as founders and shareholders

• A copy of the license obtained from the concerned body to invest in the State of Nepal in accordance with the prevailing law,
• Approval from Department of Industries and copy of joint venture agreement in case of joint venture industrial company,
• Certified copy of his passport (passport) if foreign person is the founder and certified copy of company registration certificate if legal person (company) and copy of decision regarding investment of company and nomination letter of person representing the company and certified copy of his passport. 

2.3. Private firm: Additional documents required to register a company by converting the partnership firm into a company

• Agreement between the founders to transform the Pre-Firm / partnership firm into a company.
• Renewed Form Registration Certificate.
• Copy of income tax registration certificate and proof of tax evasion or consent.

 2.4. Documents required to convert Private Limited into Public Limited and Public Limited into Private Limited: Firm

(a) Pvt. Ltd. to Public Limited additional documents needed to convert to:

• Application as per schedule 6.
• A copy of the decision of the General Assembly.
• Documents purchased by a public company for at least 25 percent of the shares in the company.
• Document that the company has purchased at least 25 percent of the shares of a public company.
• 1 copy of the proposed 3rd floor management letter and rules.
• A copy of the citizenship certificate if the founder is added.

(b) Additional documents required to convert Pvt ltd to Public Limited:

• Application as per schedule 7.
• A copy of the decision of the General Assembly.
• Open capital audit report.
• To be transformed from a public limited company to a private limited company as the number of shareholders is less than 7
• If so, related documents.
• copy of the proposed 3rd floor management letter and rules.
• A copy of the citizenship certificate if the founder is added.

2.5. Regarding registration of foreign company, establishment of branch office and liaison office (Article 154, 155).

• Application in the format as per schedule 29.
• License obtained from authorized officer for conducting business or transaction.
• Copy of letter of authority, certificate, management letter and rules of the company establishment and its Nepali translation.
• Details of the head office of the company and the main address of the transaction, date of establishment of the company, issued capital and main purpose disclosure.
• Names, addresses and details of the directors, managers, company secretaries or key officials of the company and their citizenship.
• Details of the name and address of the official person to be contacted on behalf of the company at the time of issuance of the notice.
• Details of proposed investments and transactions if doing business or transactions in the State of Nepal.
• The main place and address of doing business in the state of Nepal.
• Proposed date of commencement of business or transaction in Nepal.
• Announcing on behalf of the company by the operator of the company or his representative.
• In the authority as per Article 157.

2.6. To record additional branches:

• Request letter of the company.
• Copy of decision of Board of Directors.
• Currently more branch details to be maintained

              3. Things to consider regarding company registration:

• In case of Private Limited Company, at least one and up to 50 persons and P.L. The company needs to have at least 7 founding shareholders. But when a public limited company is founded and another public limited company is established, 7 founders are not required.
• Management letter and rules should be typed on Nepali paper as much as possible or on durable type of paper only one side.
• Management letter and rules should be prepared in pure and clear Nepali language. In case of a company with foreign investment, the management letter and rules should be prepared in pure and clear English language but Nepali version of both should also be submitted.
• Every founding shareholder should have signed at the bottom of each page of management letter and rules. In the last chapter of the management letter and rules, the full name, address of the founding shareholders, the number of shares agreed to be taken and the signature as well as the signature of each founder should be clearly signed. The full share name, address and signature of one of the founding shareholders is required.
• When a new company is registered, if there is a provision for the old company to buy the shares of such company, then the proof of the financial condition of the old company should be submitted.
• At least one of the founding shareholders who come to register a company must be identified in person at the shareholder's office.

Majestic Law Associates will provide company related service as follow:

1. Registration of New Company (Incorporation of company)
2. Online Company Registration Service
3. Legal Taxation service
4. Agreement between parties
5. Company Dissolution
6. Change the Name, Address, Objectives of the company
7. Trademark Registration
8. Patent Registration
9. Copyright claim