Public Limited

A Public Limited Company in Nepal is a corporate entity designed for large-scale operations, requiring a minimum of seven shareholders and three directors. Governed by the Companies Act, 2063, it allows for the public offering of shares, providing a transparent, regulated framework for high-capital business ventures and long-term sustainability.

Category Business Registration

Introduction: Public Limited

Establishing a Public Limited Company is the ultimate step for enterprises aiming for capital market integration and large-scale industrial or service operations in Nepal. Unlike a Private Limited entity, a Public Limited Company offers the distinct advantage of raising capital from the general public through the issuance of shares and debentures.

This structure enhances corporate transparency and institutionalizes management, making it the preferred choice for banks, financial institutions, and insurance companies—many of which are legally mandated to incorporate as public entities under Nepali law. By opting for this model, your business gains superior credibility, perpetual succession, and a clear path toward listing on the Nepal Stock Exchange (NEPSE).

Legal Requirements: Compliance Under the Companies Act, 2063

Under the Companies Act, 2063, registration as a Public Limited Company is a mandatory legal prerequisite for specific sectors and any business seeking to mobilize public investment. Legal incorporation ensures that the entity operates within the regulatory oversight of the Office of the Company Registrar (OCR) and, where applicable, the Securities Board of Nepal (SEBON).

Compliance is essential not only for legal validity but also to protect the interests of a broad base of stakeholders. The Act stipulates stringent governance standards to ensure financial accountability and operational integrity.

Minimum Membership: In accordance with Section 7 of the Act, a minimum of seven shareholders is required, with no upper limit on the maximum number of members.
Board Composition: A Public Limited Company must have a Board of Directors consisting of a minimum of three and a maximum of eleven members.
Capital Requirement: Pursuant to Section 11, the minimum paid-up capital for a public company must be NPR 10 million, unless a higher limit is specified by other prevailing laws for specific sectors.
Mandatory Conversion: Certain businesses, such as those involved in banking, insurance, or telecommunications with a capital exceeding a specific threshold, are legally required to operate as Public Limited entities.
Public Disclosure: These companies are legally bound to conduct Annual General Meetings (AGM) and publish audited financial reports for public scrutiny.

Process: Public Limited

1. Name Reservation

The process begins with an electronic application to the OCR to reserve a unique corporate name. The name must conclude with the suffix “Limited” to clearly indicate its public status and comply with the naming conventions set by the Registrar.

2. MOA and AOA Drafting

Our legal experts meticulously draft the Memorandum of Association (MOA) and Articles of Association (AOA). This stage involves finalizing the registered office address, defining expansive business objectives, and detailing the share capital structure and initial subscriber information as required by the Act.

3. Document Signing and Upload

The founding subscribers (minimum of seven) must sign the incorporation documents. We manage the digital transition by uploading the signed MOA, AOA, and the identification credentials of all promoters and directors to the OCR’s CAMIS portal for formal review.

4. Approval, Fee Payment, and Certification

Upon successful verification of the legal drafts by the Registrar, the registration fee (calculated based on authorized capital) is settled. The OCR then issues the Certificate of Incorporation, officially granting the company the legal right to exist and commence the process of obtaining a “Commencement of Business” certificate.

Ready to Register your Public Limited

Elevate Your Business to the National Stage. Partner with Present Consultants Private Limited to navigate the complex regulatory landscape of public incorporation with ease. Our expert team ensures your company is built on a foundation of legal excellence and transparency—contact us today to start your journey toward large-scale corporate success in Nepal.