Companies Act, 2063 (2006): What It Means for Your Business
Companies Act, 2063 (2006): What It Means for Your Business
What this law means for your business, in 3 points
- It's the law that creates your company as a legal entity: separate from you personally, with its own liabilities.
- It sets your registration cost: government fees scale directly with your authorized capital (see table below).
- It defines your ongoing paperwork: annual returns, audits, and director/share changes all have legal deadlines with penalties attached.
Who regulates it
The Office of the Company Registrar (OCR) administers the Companies Act, 2063. Every private limited, public limited, non-profit and foreign branch company in Nepal is registered and regulated through OCR's online system.
Types of companies under the Act
| Type | Minimum shareholders | Notes |
|---|---|---|
| Private Limited Company | 1 | Cannot offer shares to the public; up to 101 shareholders |
| Public Limited Company | 7 | Can raise capital publicly, list on NEPSE |
| Non-Profit Company | 5 | Profit distribution to members prohibited |
| Foreign Company (branch) | N/A | Requires Department of Industry approval first |
Government registration fees (by authorized capital)
Private Limited Company
| Authorized Capital (NPR) | Registration Fee |
|---|---|
| Up to 1,00,000 | Rs. 1,000 |
| 1,00,001 – 5,00,000 | Rs. 4,500 |
| 5,00,001 – 25,00,000 | Rs. 9,500 |
| 25,00,001 – 1,00,00,000 | Rs. 16,000 |
| 1,00,00,001 – 2,00,00,000 | Rs. 19,000 |
| Above 10,00,00,000 | Rs. 30 per additional Rs. 1,00,000 |
Full 14-band schedule and an interactive calculator are on our Resources page.
Public Limited Company
| Authorized Capital (NPR) | Registration Fee |
|---|---|
| Up to 1,00,00,000 | Rs. 15,000 |
| 1,00,00,001 – 10,00,00,000 | Rs. 40,000 |
| Above 50,00,00,000 | Rs. 3,000 per additional Rs. 1,00,00,000 |
Post-registration compliance deadlines that carry penalties
| Section | Requirement | Deadline |
|---|---|---|
| §51 | Register of shareholders & debenture holders | 30 days before/after AGM |
| §80 | Annual financial statement filing | Pvt. Ltd.: within 6 months of fiscal year-end |
| §92(3) | Notice of director appointment | Within 7 days |
| §107(2) | Director / secretary detail changes | Within 15 days |
| §111 | Auditor appointment notice | Within 15 days |
| §184 | Registered office address change | Within 3 months |
Missing these deadlines triggers escalating penalties under Section 81: from Rs. 1,000 up to Rs. 20,000 annually depending on your authorized capital, plus Rs. 200 per month of continued default. The full calendar is on our Resources page.
Related laws that work alongside the Companies Act
- Income Tax Act, 2058: governs PAN and tax registration
- Industrial Enterprises Act, 2076: governs sector-specific licensing
- Foreign Investment and Technology Transfer Act (FITTA), 2019: governs foreign shareholding
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