Company rules in Nepal, answered plainly.

No. A company does not renew its registration with the Office of the Company Registrar. If it is also registered or licensed with another body for its industry or business, it must renew there under that body's rules. It must file its annual return and other prescribed details on time through the OCR online system.

No annual fee is due if details are filed on time. Late filing carries a penalty that grows the longer the delay. Tax returns are separate and go to the Inland Revenue office under the tax laws.

There is no fixed number. Objectives are set out in the memorandum of association as the business needs.

No. A company can form another company, or invest in another company as a shareholder.

A private company sets it in its articles. A public company's share must have a face value of Rs 50, or a higher figure divisible by 10 (Rs 60, 70, 80, 90, 100 and so on).

Within 2 months of the shares being allotted. For listed public companies, shares go to the shareholder's DMAT account under the Securities Board's rules.

The company itself, at its registered office. It must update the register on any transfer, sale or transmission of shares. One copy certified by the chair and the company secretary is filed with the OCR. Listed companies keep the list current through an agreement with a Registrar to Share (RTS).

It depends on the business. Where the work needs a licence or permission from another body, the company must register with that body or obtain the licence before carrying it out.

A company's field of work is generally all of Nepal, unless a law restricts a geographic or administrative area. If it opens a branch, unit, sales centre, shop or office within a local level, it registers the business under that local level's rules.

At least 7 promoters.

There is no upper limit.

NPR 1 crore, unless a law or a Government of Nepal gazette notice sets a different figure for a particular type of company.

Yes, by meeting the conditions in Section 14 of the Companies Act.

Yes. It may start business only after obtaining approval under Section 63 of the Companies Act, 2063.

At least 21 days, published in a national-level newspaper.

Yes, as long as it complies with the Act and the Rules.

Each shareholder, or the shareholder's representative.

Ordinary proposals pass by a majority of the shareholders voting. Special resolutions need shareholders representing 75%.

The first AGM is due within one year of being permitted to start business. After that, one every year within 6 months of the end of the fiscal year.

Between 3 and 11 directors.

Yes. A public company with women shareholders must have at least one woman director.

One if the board has up to 7 directors. Two if it has more than 7.

The directors elect one of themselves as chair.

The person must be at least 21 years old and hold the minimum number of shares set in the company's articles.

As set in the articles, up to a maximum of 4 years for a public company.

At least 6 times a year, with no more than 3 months between two meetings. A quorum is at least 51% of the total directors.

The same auditor, or the auditor's partner, former partner, employee or former employee, cannot be appointed more than 3 times in a row.

The directors or another responsible officer of the company, at the company's registered head or central office.

101.

Yes, under Section 113 of the Companies Act.

From the date the OCR issues its registration certificate. Where the business needs approval from another body under the law, work starts only after that approval. Examples include banks and financial institutions (Nepal Rastra Bank), insurers (Insurance Board), foreign employment agencies (Department of Foreign Employment), hospitals and schools (their health and education authorities).

No.

Up to 11.

No. It cannot invite the public to subscribe for its shares.

As set in its articles.

Yes, by completing the liquidation process under the Companies Act.

Within 7 days of the date of appointment.

No.

Yes. A public company registered in Nepal with domestic investment, foreign investment or both may issue shares to the general public after approval from the Securities Board of Nepal (SEBON).