Registering a Public Limited Company (PLC) in Nepal is more complex than a Private Limited Company and is governed by the Companies Act, 2063 (2006). Public companies can offer shares to the public and must meet stricter legal and financial requirements.
1. Basic Requirements
- Minimum Paid-Up Capital: NPR 1 crore (10 million)
- Minimum Shareholders: 7
- Maximum Shareholders: Unlimited
- Board of Directors: At least 3 members
- Auditor Appointment: Mandatory
2. Name Reservation
- Visit the OCR Portal
- Check and reserve your company name (valid for 35 days)
- Name should include “Limited” at the end
3. Documents Required
A. Legal Documents
- Application for registration (as per Schedule 1)
- Memorandum of Association (MOA) – signed by all promoters
- Articles of Association (AOA) – signed by all promoters
- Consensus Agreement (if applicable)
- Copy of Citizenship Certificates of all promoters
- Passport-size photos of promoters
B. Other Documents
- Proposed office address with lease agreement
- Notarized proof of deposit of initial capital (bank voucher)
- Commitment letter to issue shares to the public (for future IPO)
- Power of attorney (if filed by an agent or representative)
4. Fees and Capital
- Registration fees are based on authorized capital (same as for private companies but higher amounts due to larger capital)
- For NPR 1 crore authorized capital, the fee is approximately NPR 16,000 – NPR 19,000+
5. Submit Application to OCR
- Submit documents online or in person to the Office of the Company Registrar (OCR), Tripureshwor, Kathmandu
- OCR will review and issue:
- Certificate of Incorporation
- Company PAN number
6. Tax and Compliance Registration
- Register with Inland Revenue Department (IRD) for:
- PAN
- VAT (if applicable)
- Income Tax filing
- Register at Social Security Fund (SSF) if employing staff
7. SEBON Approval for Public Share Issue
- Before issuing an IPO, you must:
- Prepare a prospectus and get approval from Securities Board of Nepal (SEBON)
- Appoint a share registrar and a merchant banker
Important Compliance Requirements
| Compliance | Requirement |
|---|---|
| Annual General Meeting (AGM) | Mandatory every fiscal year |
| Financial Audit | Must be audited by a registered auditor |
| Board Meetings | Must be held regularly |
| Public Disclosure | Publish annual report and financial statements |
📚 Summary
| Category | Details |
|---|---|
| Capital Requirement | NPR 1 crore minimum |
| No. of Shareholders | Minimum 7, no maximum |
| IPO | Allowed with SEBON approval |
| Auditor | Must be appointed |
| Registrar Office | Office of Company Registrar (OCR), Nepal |
Would you like help drafting the MOA/AOA or understanding SEBON’s IPO process? I can generate templates or guide you through that as well.