COMPANY REGISTRATION

(कम्पनी दर्ता)
 What is Company ?
• A company is an association or collection of
individuals people or “warm-bodies“ formed under
Company Act.
• Types of Company (According to Company Act
2063):
– Public
– Private
– Company Not Distributing Profit
What is Company Registration?

• legal Process by which a formation of company

takes place.
• way to open Company.
 Why to register a company?
• Getting on record
• Continuity
• Legal Protection
 Company Law in Nepal

• The Company Act, 1993

– under the regime of Prime Minister Juddha Shamser Rana , ‘The company
law’, for the first time came into existence in Nepal.

• The Company Act, 2007

– changed form of the former Act, amended two times in 2018 and 2019,
operation till the enactment of Company Act, 2021.

• The Company Act, 2021

– modern and clear Act in relation to the previous company law, formulated on
the basis of principle of incorporated company, limited liability, legal
personality, perpetual succession and autonomy of company.

• The Company Act, 2053

– come into existence through Royal Seal , first Act made after introducing the
free market economy in the country, was a requirement of the time.
 Company Law in Nepal (cond.)

• Companies Ordinance, 2063

– in order to bring about dynamism in the economic development of the country ,
provisioned about the Definitions, Establishment of Company, Memorandum,
Articles and Prospectus, Shares and Debentures, Meetings of the Company,
Board of Directors, Accounts and Records of the Company, Audit, etc.

• The Company Act, 2063

– promulgated on Kartik 24, 2063 , main purposes to amend and consolidate
forthwith the legislation relating to companies in order to bring about
dynamism in the economic development of the country , prevailing law of the
country , comprises almost all legal provisions of the ordinance except
increasing the amount of fine , country has come to the age of modern legal
framework .
 Registration process required for Company in
Nepal
•  The person or people willing to register their company should present the following
documents in the office of the company registrar.
• An application in the format as per the ‘ANUSUCHI 1’ along with a 5 rupees stamp
attached to it.
• Two copies of ‘PRABANDHA PATRA’ (Article of Association) in the format as per
‘ANUSUCHI 2’.
• Two copies of ‘NIYAMAWALI’ (Article of Memorandum) in the format as per
‘ANUSUCHI 3’.
• Attested copies of the citizenship certificates of the founder shareholders.
• In case of a public company, a copy of the agreement made among the founder
members before the establishment of the company.
• In case of a private company, a copy of the mutual agreement (if any).
• If the founder company is a Nepali registered company, a copy of the company
registration certificate, and a copy of the decision of the managing committee
regarding details of the investment to be made upon the aspiring company, as well as
the name and a copy of the citizenship certificate of the person representing the
founding company.
• Additional documents required for Company Registration by foreigner: A foreigner can also
establish a company by receiving permission according to the act for establishing a company
by investing within the kingdom of Nepal with the aim of profit making such a foreigner
should present the following additional documents besides the ones mentioned above.
• A copy of the permit received from the concerned body to invest within the kingdom of Nepal
according the existing rules.
• In case of Industrial Company with joint investment, a copy of the joint-investment agreement
issued and registered by the department of industries.
• In case of the foreigner being a single person, an attested copy of his passport, and in case of
the foreigner being a company (legal body), an attested copy of the company registration
certificate and a copy of the decision regarding details of the investment to be made upon the
aspiring company by the founder and an attested copy of the passport of the person
representing the founder company.
• Things to be considered while presenting the documents for company registration: While
presenting the above mentioned documents to the office of the company registrar for the
registration of the company, the following things should be considered:
• All the founder shareholders should sign at the bottom of each page of the
‘PRABHANDA PATRA’ and ‘NIYAMAWALI’. In the last page of the
‘PRABHANDA PATRA’ and the ‘NIYAMAWALI’, the full name, address, number
of shares agreed upon for buying and the signature of the founder shareholders as
well as the full name, address and signature of one witness each for a shareholder
should be included. In the end page of the ‘PRABHANDA PATRA’ and the
‘NIYAMAWALI’, the name, registration number and signature of the legal-
professional or chartered accountant preparing the ‘PRABHANDA PATRA’ and the
‘NIYAMAWALI’ should be included along with the date of preparation.
Thank You!