Introduction
In Nepal, maintaining proper company administration and compliance with the Companies Act is essential for legal operations, expansion, and restructuring. Whether you're increasing share capital, changing your company name, or merging businesses, the Office of the Company Registrar requires specific documentation.
This guide provides a detailed overview of the documents required for various company-related activities in Nepal.
Share Capital Adjustments in Nepal
Increase in Share Capital (Section 56)
A company can increase its authorized share capital through a special resolution in the general meeting.
Documents Required:
- Application or request letter.
- Existing vs. amended provision with reasons.
- Certified copy of special/general resolution.
- Two copies of amended Memorandum or Articles signed by directors.
- Approval from relevant authorities (e.g., NRB, DOI).
- Registration fee based on increased capital.
Decrease in Share Capital (Section 57)
Reduction of share capital requires both a special resolution and court approval.
Documents Required:
- Application or request letter.
- Complete amendment details.
- Certified copy of court-approved resolution.
Company Name Change in Nepal (Section 21.3)
Changing the company name involves amendments to legal documents and approvals.
Documents Required:
- Application or request letter.
- Existing vs. amended details with justification.
- Certified minutes of the general meeting.
- Amended AoA or MoA signed by majority directors.
- Approval from IRD and relevant regulatory bodies.
- Original company registration certificate.
Amendments to Memorandum and Articles (Section 21.3)
Documents Required:
- Request or application letter.
- Amendment details and reasons.
- Certified copy of special resolution minutes.
- Two amended copies of the Memorandum/Articles.
- Recommendations from respective authorities.
Approval for Public Company Transactions (Section 63)
Documents Required:
- Request letter with Rs. 5 revenue stamp.
- Board decision on 100% share payment by promoters.
- Share register and bank statement.
- Regulatory license/approval as required.
Correction of Minor Errors in Company Documents (Section 19.4)
Documents Required:
- Application as per Schedule 11 (within one year of registration).
- Board resolution.
- Detailed explanation of the correction.
Main objectives cannot be altered through this provision.
Issuing Shares at Premium Value (Section 29)
Documents Required:
- Application letter.
- Proof of profitability and dividend for three years.
- Auditor-certified net worth statement.
- Special resolution for issuing premium shares.
- Audited financials for the last three years.
Record of Shareholders and Debenture Holders (Section 46)
Documents Required:
- Application letter.
- Shareholder register in legal format.
- Certified copy of share transfer decision.
- Document as per Schedule 18.
- Relevant authority approvals (NRB, DOI, etc.).
- Citizenship proof of new shareholder.
Company Merger and Amalgamation (Section 177)
Documents Required:
- Joint application within 30 days of merger proposal.
- Special resolution or agreement copy.
- Latest balance sheet and audit report.
- Consent from shareholders and employees.
- Valuation of assets and liabilities.
- Tax clearance certificate.
- Original company registration certificates.
- Relevant approvals if applicable.
Additional Share Capital Reduction Requirements (Section 57)
If publishing financial details:
Documents Required:
- SEBON approval letter.
- Two copies of proposed public information signed by directors.
- Most recent audit report.
Office may reject if statutory provisions are not followed, even with SEBON approval.
Regulations for Single Shareholder Companies (Sections 152–153)
- No need for board meetings unless specified in company rules.
- All decisions based on written resolutions by the sole shareholder.
- Heirs must notify the office within 1 month after shareholder’s death.
- Amendments to AoA and MoA may be necessary.
Foreign Investment Company Provisions (Sections 154–156)
- Cannot issue shares or debentures in Nepal.
- Must submit audited financials with profit/loss statements within 6 months of FY end.
- Contact offices must submit tax and expense reports within 3 months.
- Documents must be in official English or Nepali.
Provisions for Non-Profit Companies (Section 167)
- No capital required for registration.
- Members not liable for debts unless agreed in writing.
- Profits cannot be distributed; must be reinvested.
- Requires prior approval for objective change.
- Expenses, salaries, and benefits must comply with office limits.
- Upon dissolution, assets transfer to the government if not otherwise stated.
Conclusion
Proper documentation is the foundation of lawful and efficient company administration in Nepal. Business owners and company secretaries must adhere to the Companies Act and submit all required papers promptly. This guide ensures that you're equipped with the knowledge to manage your company’s legal affairs without delay or non-compliance issues.
If you’re looking to file and update company records of your business or need guidance at any step, Estartup Nepal is here to help. From company registration to business consulting, we make the process simple, stress-free, and fully compliant. Have questions or facing any issues? Feel free to reach out—our team is always ready to support you.