Company Registrar’s Office Information Q&A

1) Should the company be renewed or not?

The company does not have to be renewed in the office of the Registrar of Companies. However, if the company has registered the industry/business in any other body or has obtained a license/permission, it is necessary to contact such a body and renew the registration/license/permission as per the rules there. But the companies have to submit the annual statement and other specified details in the prescribed time to the office of the Registrar of Companies through an online system.

2) Does the company have to pay an annual fee or any fee?

The company does not have to pay any fee to the Registrar of Companies if the details are submitted on time. However, if the details are not submitted within the stipulated time, there will be a penalty (delay fee) and the later the details are submitted, the more the penalty amount will increase.

However, according to the prevailing law, tax and prescribed details should be submitted to the Inland Revenue Office.

3) What are the objectives of the company?

The purpose of the company can be arranged in the management letter as per the need. You can specify the objectives while registering a company. A company can have multiple objectives as well.

4) Should the company open a partnership or a private firm?

No, a company cannot open a firm. However, a company can open another company or invest in another company as a shareholder.

5) What should be the face value of the shares?

The face value of the shares of the private company shall be as prescribed in the rules of the company.

The face value of the shares of a public company should be divisible by 10 (eg: Rs. 10, 20, 100 , 150 etc)

6) When should the company issue a share certificate to the shareholder?

Within 2 months of the distribution of shares. (But in case of listed public companies, it has to be sent to the shareholder’s account within the rules/policy prescribed by Nepal Securities Board)

7) Who should keep the details of the shareholder?

The details of the shareholders of the company should be kept safe by the company owner and a copy of it should be certified by the chairman and secretary of the company and recorded in the office of the Registrar of Companies.

(However, listed companies are required by law to keep their shareholder’s details up-to-date by entering into an agreement with the Registrar of Shareholders.)

8) Who should keep the register book of shareholders?

The company should keep the registration book of the company shareholder in its registered office.

In case of transfer, sale or transfer of shares due to any transaction, the company should keep the shareholder information up to date.

A copy of the updated shareholder registration book of the company should be recorded in the office of the Registrar of Companies. It is the responsibility of the company itself to keep the details of the shareholders (shareholders, number of shares open) up to date.

9) Should a company registered with the Registrar of Companies be registered elsewhere or not?

In order to do any work or business for any purpose, the company has to register with the concerned body and / or work only with the license.

10) Companies should be registered at the local level or not?

Companies registered in Nepal usually cover the whole of Nepal. But if any law prohibits doing business within any geographical area or administrative area (province / district / local level) then the same happens. According to any law, permission or sanction has to be obtained to do business or operate a branch in any area. In case a company opens a branch, unit, sales center, shop, office within a local level, it has to register the business as per the rules of that local level.

Some provisions regarding public company

1) How many founders should be in a public company?

A public company must have at least seven founders. When a public company sets up another public company, it does not need seven founders.

2) What is the maximum number of shareholders in a public company?

There is no limit.

3) What should be the minimum paid up capital of a public company?

Unless otherwise provided by the prevailing law or the Government of Nepal by publishing a notice in the Gazette regarding the paid-up capital of a particular company, the paid-up capital of a public company should be at least 1 crore rupees.

4) Can a public company be converted into a private company or not?

A public company can be transformed into a private company by fulfilling the provisions of Section 14 of the Companies Act.

6) Should a public company get approval to start a transaction or not?

A public company should start transactions only after obtaining approval as per Section 63 of the Companies Act, 2063.

7) How many days before the announcement of the annual general meeting of a public company should be published in a national level magazine?

At least 21 days in advance.

8) Is it possible to hold the annual general meeting of the company through video conference or online?

It can be done. But even in such a meeting, the provisions in the Companies Act and Rules must be followed.

9) Who can vote in the General Assembly?

Representative of each shareholder or shareholder.

10) What is the quorum of the Board of Directors?

At least 51 percent of the total number of operators.

11) In order to pass the resolution in the general meeting, what percentage of the shareholders representing the share should vote in favor of the resolution?

The opinion of the majority shareholders of the House on the issue of voting. In the case of a special offer, the shareholders representing 75% shares.

12) Decision of the General Assembly Representing the number present, the details of the share percentage should be sent to the shareholder in how many days?

Within 30 days.

13) When should a public company hold a general meeting?

Within one year of being allowed to start the first general meeting. Thereafter, within six months of the completion of each financial year.

14) How many people have a board of directors in a public company?

3 to 11

15) How many women directors should there be in the board of directors of a public company?

The board of directors of a public company with a female shareholder should have at least one female director.

16) How many independent directors should be appointed in the board of directors of a public company?

If the company has up to 7 directors, at least one independent director should be appointed. If the company has more than 7 directors, at least 2 independent directors should be appointed.

17) Who will elect the Chairman of the Board of Directors?

One of the directors chosen by the directors will be the chairman of the board of directors.

18) What is the minimum number of shares required to become an operator?

If any number of shares is specified in the rules of the company, it should be taken by the person operating the shares accordingly.

19) What is the age requirement to be a director of a public company?

 Reached at least 21 years.

20) What is the tenure of the operator?

The tenure of the operator of a private company shall be as provided in the regulations. The term of office of the director of a public company shall be 4 years at most as mentioned in the regulations.

21) How many times a year should the board of directors of a public company meet?

At least 6 times.

22) What is the difference between the meeting of the Board of Directors of a public company?

The difference between the two meetings should not be more than 3 months.

23) Who is responsible for keeping the accounts and accounts of the company?

Director or responsible officer of another company

24) Where should the company keep its accounts?

In the registered office of the company (in the company’s own head / central office).

25) How many times in a row can not the same auditor appoint his partner or ex-partner or employee or ex-employee to audit the public company?

3 times

Some provisions regarding private company

1) What is the maximum number of shareholder members in a private company?

101

2) Can a private company be converted into a public company or not?

As per Article 113 of the Companies Act 2063, a private company can be transformed into a public company.

3) When can a private company start transactions?

A private company can start its transaction by getting the certificate (company registration) registered in the office.

However, according to the prevailing law, in order to carry out a particular transaction, if approval has to be obtained from any concerned body, the transaction should be started only after obtaining such approval.

(For example Financial institutions have to do business with the approval of Nepal Rastra Bank after the registration of the company, an Insurance company should take approval from Beema Samiti, school / school Pvt. Ltd. / Ltd. should start the transaction only with the approval/permission / permission of the Department of Education or the concerned body.)

Apart from this, in the prevailing law, the company and its operator will be responsible for getting the approval / license / license of any body to do the transaction / work accordingly.

4) Can a minor be a company manager or not?

Can’t

5) What is the maximum number of directors in the board of directors of a private company?

11

6) Is it possible for a private company to raise share capital from the public by openly appealing or not?

No

7) How many times should the meeting of the board of directors of a private company be held? 

As written in the rules of the company.

1) Can a once registered company be liquidated or not?

The company can be liquidated by completing the process of the Companies Act.

2) When should the information about the appointment of company liquidator be given to the office of the Registrar of Companies?

Within 7 days from the date of appointment.

3) Can a person be a liquidator of more than one company at a time?

Can’t

4) Is it permissible for a company with foreign investment to issue shares in public or not?

Companies registered as public companies in Nepal with domestic investment or with foreign investment, or with both domestic and foreign investment can issue shares to the public with the approval of Nepal Securities Board.