Thinking of incorporating a Company in Nepal?

Here are some key details to help bring your idea to reality.

Under Nepal’s Company Act, companies are classified into several types. Choose the one that best fits your needs.

Types of Company:

a. Private Company:

(i) Single Shareholder

(ii) Multiple Shareholders

b. Public Company

c. Profit Not Distributing Company

[A company registered in jurisdiction other than Nepal can also register it’s (i) branch office or (ii) liaison office in Nepal]

General procedure for incorporation:

i. Reserve the Name of the Proposed Company (should not match with the name of the company that is already registered).

ii. Once the proposed name of the company is approved prepare the Memorandum of Association and the Article of Association [AoA is not mandatory for a single shareholder company].

iii. If prior approval or license from the concerned authority is required under the prevailing laws the same needs to be submitted.

iv. Promoters Identity Document:

a. for Nepali National and Body Corporate:

• Nepali National: notarized copy of citizenship;

• Body Corporate (Nepali): notarized Certificate of Incorporation and Board Minute resolving for incorporation of the company,

b. for foreign person or company or entiry:

• Approval obtained pursuant to Foreign Investment and Technology Transfer Act to make investment in Nepal.

• Document certifying the nationality of the promoter (for eg, notarized copy of passport for an individual; a notarized copy of certificate of incorporation for body corporate and board minute resolving for incorporation of the company)

v. Letter requesting Office of the Company Registrar to register the proposed Company.

The Office of the Company Registrar will review the submitted application and documents. Following a successful review of the documents, the registrar will approve the registration process. Upon approval, the relevant government fees must be paid. Once the payment is completed, the Registrar shall register the company and issue a Certificate of Incorporation.

What to include in the Memorandum of Association (MoA) and the Article of Association (AoA):

There are prescribed formats of the MoA and the AoA. Following are the major components that needs to be confirmed and inserted in the MoA and the AoA:

a. Name of the Company,

b. The address of the registered office of the company,

c. Objectives of the company,

d. Capital Structure: Authorized Capital, Issued Capital and Paid up capital,

e. Types of Share,

f. Composition of Board of Directors,

g. Procedure for conducting General Meetings and meeting of Board of Directors,

h. Other detail as prescribed under the prevailing Company Act, 2063.

[Please note that the information provided is for general guidance only. We recommend consulting with a legal professional for advice specific to your situation.]