Public Limited Company Formation in Nepal is the preferred legal structure for businesses planning to raise capital from the public, issue shares, and scale nationally or internationally. Governed primarily by the Companies Act, 2063 (2006), a Public Limited Company (PLC) ensures transparency, corporate governance, and investor protection.
Whether you are planning to list on NEPSE (Nepal Stock Exchange) or simply expand your capital base, understanding the legal requirements, process, cost, and compliance framework is essential. This comprehensive 2026 guide explains everything you need to know about registering a Public Limited Company in Nepal.
Public Limited Companies in Nepal are governed by the following laws:
Companies Act, 2063 (2006)
Securities Act, 2063
Securities Board of Nepal (SEBON) Regulations
Nepal Stock Exchange (NEPSE) Regulations
Income Tax Act, 2058
Industrial Enterprises Act, 2076
Foreign Investment and Technology Transfer Act (FITTA), 2075
Insolvency Act, 2063
Labor Act, 2074
Bank and Financial Institutions Act (for financial institutions)
These laws collectively regulate incorporation, share issuance, governance, compliance, and dissolution of Public Limited Companies.
Under the Companies Act, 2063, the major provisions include:
Minimum 7 shareholders required.
Minimum 3 directors required.
No maximum limit of shareholders.
Shares can be offered to the public.
Must issue a Prospectus before public offering (approved by SEBON).
Mandatory compliance with corporate governance norms.
Mandatory statutory audit annually.
Public disclosure obligations.
Public Limited Company registration and regulation involve multiple authorities:
Office of the Company Registrar (OCR) – Company registration
Securities Board of Nepal (SEBON) – Approval for public share issuance
Nepal Stock Exchange (NEPSE) – Listing of shares
Inland Revenue Department (IRD) – PAN/VAT registration
Department of Industry (DOI) – Industry registration (if applicable)
Local Ward Office – Local registration
Sectoral Regulators (NRB, Insurance Authority, etc.) if applicable
A Public Limited Company (PLC) is a company whose shares are offered to the general public and can be traded publicly after listing.
Separate legal entity
Limited liability of shareholders
Perpetual succession
Public share subscription
Mandatory transparency and compliance
It is ideal for large-scale businesses seeking capital from the public.
To register a Public Limited Company in Nepal:
Minimum 7 shareholders
Minimum 3 directors
At least one director must be a natural person
Lawful business objective
Minimum authorized capital as per sectoral requirement
No disqualification under Companies Act (e.g., declared insolvent, criminal conviction)
Foreign investors can participate subject to FITTA approval.
Application to OCR
Memorandum of Association (MOA)
Articles of Association (AOA)
Citizenship certificates of promoters
Passport (for foreign investors)
Board resolution (if institutional shareholder)
Registered office address proof
Consent letters of directors
Promoter agreement
Prospectus (approved by SEBON)
Auditor appointment letter
Due diligence certificate
Capital structure details
Reserve company name through OCR online portal.
Draft constitutional documents complying with Companies Act.
File incorporation documents with prescribed fees.
OCR issues registration certificate.
Register with Inland Revenue Department.
Register with DOI or relevant authority.
Deposit subscribed capital in bank.
Submit prospectus to SEBON for approval.
Issue shares to public.
Apply for listing after fulfilling capital and compliance requirements.
Cost depends on authorized capital.
Based on authorized capital (slab-wise under Companies Act)
OCR registration fee: Based on capital structure
Legal drafting fees
Notary and documentation charges
SEBON approval fee (for IPO)
NEPSE listing fee
Estimated total cost may range from NPR 50,000 to several lakhs, depending on capital size and professional fees.
| Process | Estimated Time |
|---|---|
| Name Reservation | 1–2 days |
| Document Preparation | 3–5 days |
| OCR Registration | 5–10 days |
| PAN Registration | 1–3 days |
| SEBON Approval (IPO) | 1–3 months |
| NEPSE Listing | 1–2 months |
Total incorporation timeline (without IPO): 10–20 working days
With IPO approval: 3–6 months
After registration, a Public Limited Company must:
Conduct Annual General Meeting (AGM)
File annual returns with OCR
Maintain statutory registers
Conduct statutory audit
Comply with SEBON reporting requirements
File tax returns annually
Maintain corporate governance standards
Publish financial statements
Non-compliance may result in penalties and blacklisting.
Minimum 7 shareholders and 3 directors are required under Companies Act, 2063.
There is no fixed minimum capital under general law, but sectoral regulators may impose capital thresholds (e.g., banks, insurance).
Yes, subject to approval under the Foreign Investment and Technology Transfer Act (FITTA), 2075.
Generally 10–20 working days for incorporation; IPO approval may take 3–6 months.
No, IPO is not mandatory immediately after registration, but shares can be offered publicly later with SEBON approval.
OCR regulates incorporation, while SEBON regulates public share issuance.
A Private Company limits shareholders (1–101) and cannot invite public subscription, while a Public Limited Company can offer shares to the public and requires minimum 7 shareholders.
This article is for informational purposes only and does not constitute legal advice. Laws and government fees may change. Professional legal consultation is recommended before initiating Public Limited Company registration in Nepal.
If you are planning to establish a Public Limited Company in Nepal and require professional legal assistance, ensure compliance from the beginning to avoid future regulatory complications.
February 11, 2026 - BY Admin