Learning about a public company in Nepal can feel like a big task. It covers laws, registration steps, share markets, and a lot more. But do not worry. You have come to the right place. This guide will answer everything in a very simple way.
A public company in Nepal is a big topic. But we have broken everything down into small, easy parts. Even if you are reading about this for the very first time, you will understand every single word here.
By the end of this blog, you will know what a public company in Nepal means, how it is different from a private company, how to register one, and which are the best public companies in Nepal right now. So take your time, read slowly, and let us learn everything together, one step at a time.
What Is a Public Company in Nepal?
A public company in Nepal is a type of business organization that can sell its shares to the general public. This means anyone — you, your neighbor, or even someone from another country — can buy a piece of that company.
In simple words, a public company is owned by many people, not just one or two. These owners are called shareholders.
According to Nepal’s Company Act 2006 (2063 BS), a public limited company in Nepal must have:
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At least 7 shareholders
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At least 3 directors on the board
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A minimum paid-up capital as required by the relevant regulatory authority
The word “Limited” or “Ltd.” at the end of a company name tells you it is a limited liability company. For a public company in Nepal, the name ends with “Public Limited” or “Ltd.”
Key Features of Public Companies in Nepal
Here are the main features that make a public company in Nepal different from other business types:
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Shares Available to All: Any member of the public can buy shares of a public company in Nepal through the stock market or public offerings.
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Limited Liability: If the company loses money, shareholders only lose the amount they invested. Their personal property stays safe.
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Separate Legal Identity: A public company in Nepal is treated as a separate legal person. It can own property, sue others, and be sued on its own.
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Transferability of Shares: Shares of a public company in Nepal can be freely bought and sold. This makes it easy for people to invest or exit.
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Regulated and Transparent: Public companies in Nepal must follow strict rules. They must publish their financial reports, hold annual meetings, and disclose important information to the public.
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Perpetual Succession: A public company in Nepal continues to exist even if its founders or major shareholders leave or die.
Public Limited Company in Nepal Explained
A public limited company in Nepal is just the official legal name for a public company. The word “limited” means that if the company loses money, shareholders do not have to pay from their own pocket. They only lose the money they put in — nothing more.
Most big businesses in Nepal are public limited companies. This includes banks, insurance companies, and hydropower projects. These companies can list their shares on the Nepal Stock Exchange (NEPSE). Once listed, any person can buy or sell those shares easily — just like buying things from a shop.
So when you buy shares of a public limited company in Nepal, you become a small owner of that company. If the company does well, you earn money. It is that simple.
Public Company Law Nepal
A public company in Nepal is a corporate entity that can raise capital from the general public by issuing shares and debentures. It requires a minimum of 7 promoters, a paid-up capital of at least NPR 1 crore, and must append “Limited” to its name.
Company Act and Legal Framework
The main law governing every public company in Nepal is the Companies Act 2006 (2063 BS). This law was enacted by the Government of Nepal and covers:
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How to incorporate a public company in Nepal
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Minimum capital and shareholder requirements
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Rights and duties of directors and shareholders
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Rules for issuing shares and dividends
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Merger, acquisition, and dissolution procedures
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Penalties for non-compliance
In addition to the Companies Act, public companies in Nepal that are listed on the stock exchange must also follow:
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Securities Act 2007 (2063 BS)
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Securities Registration and Issuance Regulation
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SEBON Directives and Circulars
If you are setting up a public company in Nepal in a specific sector — like banking or insurance — there are additional laws that apply. For example:
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Banks and Financial Institutions Act (BAFIA) for banks
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Insurance Act for insurance companies
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Hydropower Development Policy for energy companies
Regulatory Bodies and Compliance
Many government offices watch over every public company in Nepal to make sure they follow the rules. Here are the main ones you should know about:
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Office of the Company Registrar (OCR): This office registers all companies in Nepal. If you want to start a public company in Nepal, you must go here first.
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Securities Board of Nepal (SEBON): This body watches over all listed public companies in Nepal. It approves IPOs and makes sure companies follow the securities laws.
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Nepal Stock Exchange (NEPSE): This is the stock market of Nepal. It is the place where people buy and sell shares of public companies in Nepal every day.
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Nepal Rastra Bank (NRB): This is Nepal’s central bank. It keeps an eye on all public companies in Nepal that work in the banking sector.
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Insurance Authority of Nepal: This office looks after all public companies in Nepal that are in the insurance business.
Shareholder Rights and Responsibilities
Shareholders of a public company in Nepal enjoy several important rights:
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Right to vote at AGMs and on major company decisions
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Right to receive dividends when declared
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Right to receive audited financial reports
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Right to transfer shares freely
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Right to inspect company records
At the same time, shareholders also have responsibilities — like paying for their shares in full and complying with applicable regulations.
How to Register a Public Company in Nepal
Registering a public company in Nepal requires following a step-by-step process under the Companies Act 2006. Here is how it works:
Step 1 : Name Reservation: Apply to the Office of the Company Registrar (OCR) to reserve your desired company name.
Step 2 : Drafting Documents: Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) for your public company in Nepal.
Step 3 : Submission to OCR: Submit your application along with required documents to the OCR for incorporation.
Step 4 : Capital Deposit: Deposit the minimum required capital in a bank account and get a bank voucher.
Step 5 : Registration Certificate: Once approved, the OCR issues a Certificate of Incorporation for your public company in Nepal.
Step 6 : PAN and Tax Registration: Register with the Inland Revenue Department (IRD) for a Permanent Account Number (PAN) and VAT if applicable.
Step 7 : SEBON Registration (if listing): If you plan to list your public company in Nepal on NEPSE, register with SEBON and get approval for your IPO.
Public Company Requirements in Nepal
To register a public company in Nepal, you must meet the following minimum requirements:
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Minimum 7 promoter shareholders
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Minimum 3 directors (at least one must be an independent director for listed companies)
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Minimum paid-up capital as prescribed (varies by sector — for general public companies, at least NPR 1 crore; for banks and insurance, much higher)
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Memorandum and Articles of Association
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A registered office in Nepal
Required Documents and Capital Requirements
To register a public company in Nepal, you will need:
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Application form for company registration
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Memorandum of Association (MOA)
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Articles of Association (AOA)
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Citizenship certificates of all promoters
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Photographs of promoters and directors
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Bank voucher of deposited capital
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Tax clearance certificate (if applicable)
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Consent letters from directors
For listed public companies in Nepal, additional SEBON documents, a prospectus, and an underwriting agreement may be required.
Registration Timeline and Cost
The typical timeline to register a public company in Nepal at the OCR is 7 to 21 working days, depending on document completeness and the OCR’s workload.
Registration fees are calculated based on paid-up capital. For a public company in Nepal, registration fees start from NPR 30,000 and can go higher depending on the company’s authorized capital.
Additional costs may include legal fees, notary charges, and stamp duty.
Public Company vs Private Company in Nepal
Many people confuse public and private companies. Let’s break it down simply.
Major Differences Between Public and Private Companies
A public company in Nepal can have unlimited owners and anyone can buy its shares freely. A private company in Nepal can have at most 101 owners and shares cannot be sold to the public. This is the biggest difference between the two.
A public company in Nepal must also follow many more rules — like sharing financial reports and getting approval from SEBON and OCR. A private company does not need to share much information with the public. The more open a company is, the more rules it has to follow.
Ownership and Share Structure
In a public company in Nepal, ownership is spread across many shareholders. When a public company in Nepal issues an Initial Public Offering (IPO), it sells a portion of its shares to the public. After that, those shares trade freely on the stock market.
A private company in Nepal, on the other hand, has a small and fixed group of owners. Shares cannot be sold to the public without converting to a public company first.
Legal and Compliance Differences
A public company in Nepal faces much stricter legal requirements:
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Must publish audited financial statements every year
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Must hold Annual General Meetings (AGMs)
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Must file reports with the Office of the Company Registrar (OCR)
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Must follow rules set by the Securities Board of Nepal (SEBON)
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Must disclose any major business decisions to shareholders
Private companies in Nepal have simpler compliance requirements and less public scrutiny.
Which Company Type Is Better?
It really depends on what you want. Do you want many people to invest in your business and help it grow big and fast? Then a public company in Nepal is the best choice for you. Big businesses like banks and hydropower companies always choose this option.
But do you want to keep your business small and simple? Do you want full control all by yourself? Then a private company is better for you. Think about your goal first — then pick the right one.
List of Public Company in Nepal
Nepal has hundreds of public companies registered and operating across various sectors. Here is a sector-wise list of public companies in Nepal:
Commercial Banks
Commercial banks are among the most prominent public companies in Nepal. Major ones include:
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Nepal Bank Limited (the oldest bank in Nepal)
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Rastriya Banijya Bank
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Nabil Bank Limited
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Nepal Investment Mega Bank Limited
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Kumari Bank Limited
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NMB Bank Limited
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Prime Commercial Bank Limited
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Prabhu Bank Limited
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Machhapuchchhre Bank Limited
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Global IME Bank Limited
Hydropower Companies
Hydropower is a growing sector with many public companies in Nepal:
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Chilime Hydropower Company Limited
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Nepal Electricity Authority (NEA) subsidiaries
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Butwal Power Company Limited
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Sanima Mai Hydropower Limited
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Upper Tamakoshi Hydropower Limited
Life and Non-Life Insurance Companies
Insurance public companies in Nepal include:
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Nepal Life Insurance Company Limited
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Life Insurance Corporation (Nepal) Limited
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National Life Insurance Company Limited
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Shikhar Insurance Company Limited
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Himalayan General Insurance Company Limited
Finance and Development Banks
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Nepal Finance Limited
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ICFC Finance Limited
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Goodwill Finance Limited
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Muktinath Bikas Bank Limited
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Lumbini Bikas Bank Limited
Hotels and Tourism Companies
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Hotel Yak and Yeti Limited
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Taragaon Regency Hotels Limited
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Oriental Hotels Limited
Manufacturing and Trading Companies
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Bottlers Nepal Limited
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Unilever Nepal Limited
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Nepal Lever Limited
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Surya Nepal Private Limited (semi-public structure)
Investment and Microfinance Companies
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Citizens Investment Trust (CIT)
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NIDC Capital Markets Limited
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Sana Kisan Bikas Bank Limited
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National Microfinance Bank Limited
This is not an exhaustive list of public companies in Nepal; there are over 200 companies listed on NEPSE alone.
List of NEPSE Listed Companies
NEPSE stands for the Nepal Stock Exchange Limited. Headquartered in Singha Durbar Plaza, Kathmandu, it is the sole and state-owned stock exchange in Nepal.
How NEPSE Listed Companies Work
NEPSE stands for Nepal Stock Exchange. It is the only licensed stock exchange in Nepal where shares of public companies in Nepal are bought and sold.
When a public company in Nepal decides to list on NEPSE, it goes through a process called an Initial Public Offering (IPO). The company sells a fixed percentage of its shares to the general public. Once listed, those shares can be traded every business day on the stock market.
Investors use the NEPSE online trading system (NOTS) or broker firms to buy and sell shares of listed public companies in Nepal.
Categories of Listed Securities
NEPSE lists several types of securities from public companies in Nepal:
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Ordinary Shares (Common Stock) : The most common type
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Preference Shares : Fixed dividend shares
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Debentures and Bonds : Debt instruments issued by public companies in Nepal
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Mutual Fund Units : Investment funds listed on NEPSE
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Right Shares : Issued to existing shareholders of public companies in Nepal
Importance of Public Listing
Being listed on NEPSE gives a public company in Nepal several advantages:
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Access to capital from thousands of investors
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Greater brand visibility and public trust
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Easier to raise additional funds through rights issues or FPOs
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Liquidity for shareholders who can exit anytime
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A benchmark for company valuation
Public Company Examples in Nepal
A public company is a very big business that chops itself up into thousands of tiny pieces so that anyone in the world can buy them.
Banking Sector Examples
The banking sector is the most active area when talking about public company examples in Nepal. Almost every major bank — Nabil Bank, Global IME Bank, NMB Bank, Kumari Bank — is a listed public company in Nepal. They regularly announce dividends, hold AGMs, and publish quarterly financial results.
Hydropower Sector Examples
Hydropower is becoming a key growth sector. Chilime Hydropower Company Limited is one of the oldest and most celebrated public company examples in Nepal in this space. Upper Tamakoshi Hydropower is another; it is the largest hydropower project and its shares are among the most discussed on NEPSE.
Insurance and Investment Examples
Nepal Life Insurance Company Limited is a perfect public company example in Nepal for the insurance sector. Similarly, Citizens Investment Trust (CIT) is widely used as an example of how a public company in Nepal can serve both retail investors and institutional investors effectively.
Benefits and Challenges of Public Companies in Nepal
Advantages of Going Public
Forming or investing in a public company in Nepal comes with real advantages:
Large Capital Pool: A public company in Nepal can raise crores or even arba rupees by selling shares to the general public; far more than any private company.
Shared Risk: Risks are spread across thousands of shareholders rather than falling on one or two individuals.
Increased Credibility: A listed public company in Nepal is seen as more trustworthy because it is regulated, audited, and transparent.
Employee Ownership: Public companies in Nepal can offer shares to employees as incentives, attracting talented workers.
Exit Opportunity: Founders and early investors can sell their shares on NEPSE and exit the business whenever they want.
Dividend Income: Investors in a public company in Nepal can earn regular income through dividends.
Risks and Limitations
Of course, there are challenges too:
Regulatory Burden: A public company in Nepal must comply with many rules AGMs, audits, disclosures, which take time and money.
Loss of Control: As more shareholders join, original promoters may lose full control of the public company in Nepal.
Market Volatility: Share prices of public companies in Nepal can go up and down based on market sentiment, even when the company itself is doing well.
Hostile Takeovers: If shares drop, another entity could buy a large stake and attempt to take over the public company in Nepal.
Expensive Compliance: Meeting all legal requirements for a public company in Nepal is costly, especially for smaller firms.
Despite these challenges, for ambitious businesses, forming a public company in Nepal is one of the best paths to growth.
How Eurasian Law Associates Can Help You
Do you want to register a public company in Nepal? Do you need help with laws, documents, or listing on NEPSE? Eurasian Law Associates is here to make it simple and easy for you.
Here is what we do:
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Company Registration : We register your public company in Nepal with OCR from start to finish
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Document Drafting : We write all legal papers like MOA and AOA for your public company in Nepal
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SEBON and NEPSE Compliance : We guide you through IPO approval and stock market listing
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Regulatory Compliance : We keep your public company in Nepal safe from fines and legal problems
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Shareholder Agreements : We write board resolutions and governance documents for you
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Mergers and Acquisitions : We protect your interests when your public company in Nepal merges or restructures
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Ongoing Legal Support : We stay with you even after registration whenever you need help
We also offer many other services like:
Foreign Direct Investment and Business Incorporation in Nepal
Trademark Filing, Registration and Opposition in Nepal
Hydropower Registration
Law Reform
Franchise Registration
Contract Drafting
Corporate Compliance Service
Public Company Registration
Branch Registration
Aircraft Registration
Intellectual Property (IP) Investigation Service in Nepal
Conclusion
A public company in Nepal is a great way to build a big and strong business. It helps you raise money from many people, grow fast, and create something that lasts for a long time. Banks, hydropower companies, and insurance firms in Nepal are all great examples of this.
Now you know what a public company in Nepal is, how it works, and how to register one. You also know the laws, the top public companies in Nepal, and how NEPSE works. All you need now is the right legal partner to help you take the next step.
The journey of starting a public company in Nepal is not hard when you have the right team by your side. Eurasian Law Associates is here to help you every step of the way. If you are ready to start your journey, you can begin company registration Nepal today and turn your business idea into a real company.
Eurasian Law Associates
M8CX+6C5, Kathmandu 44600
9713592500
eurasianlawassociates@gmail.com
Frequently Asked Questions
Q: Can a Private Company Become a Public Company?
A: Yes, a private company in Nepal can become a public company in Nepal. It needs to change its Memorandum and Articles of Association first. Then it must apply for conversion at the Office of the Company Registrar (OCR).
Q: How Many Public Companies Are There in Nepal?
A: There are over 200+ companies listed on NEPSE right now. The total number of registered public companies in Nepal including unlisted ones is even higher. You can check the latest count at OCR.
Q: What Is the Minimum Capital Requirement?
A: The minimum paid-up capital to register a public company in Nepal is NPR 1 crore. But for banks, insurance, and other sectors the amount is much higher. For example, commercial banks need NPR 8 arba.
Q: Are All NEPSE Listed Companies Public?
A: Yes, every company listed on NEPSE is a public company in Nepal. Private companies are not allowed to list their shares on the stock exchange. So NEPSE and public companies always go together.
Q: Where Can I Find Public Company in Nepal PDF?
A: You can find helpful PDF resources at OCR, Sebon, and NEPSE. Eurasian Law Associates also provides legal guides. These are the best and most trusted sources.
Q: What Is the Difference Between a Public and a private company in Nepal?
A: A public company in Nepal can sell shares to anyone and must follow many rules. A private company can have at most 101 owners and cannot sell shares to the public. The biggest difference is how open and regulated each one is.
Q: Who Regulates Public Companies in Nepal?
A: Public companies in Nepal are regulated by OCR, SEBON, and NEPSE. Banks are also watched by Nepal Rastra Bank and insurance companies by the Insurance Authority of Nepal. All these bodies make sure companies follow the law.
Q: What Is an IPO in Nepal?
A: An IPO means Initial Public Offering. It is when a public company in Nepal sells its shares to the general public for the very first time. After an IPO, those shares can be bought and sold on NEPSE every day.
Q: How Long Does It Take to Register a Public Company in Nepal?
A: It usually takes 7 to 21 working days to register a public company in Nepal at the OCR. The time depends on how complete your documents are. If everything is ready, the process can be faster.
Q: How Many Directors Does a Public Company in Nepal Need?
A: A public company in Nepal must have at least 3 directors on its board. Listed companies must also include at least one independent director. This is required under Nepal’s Companies Act 2006.
Q: Can Foreign Nationals Own Shares in a Public Company in Nepal?
A: Yes, foreign nationals can invest in a public company in Nepal under Nepal’s foreign investment laws. They can buy shares through the stock market or direct investment. However, some sectors have restrictions on foreign ownership.
Q: What Documents Are Needed to Register a Public Company in Nepal?
A: You need a Memorandum of Association, Articles of Association, and citizenship certificates of all promoters. A bank voucher showing deposited capital is also required for a public company in Nepal. All documents must be submitted to the OCR.
Q: Can a Public Company in Nepal Pay Dividends?
A: Yes, a public company in Nepal can pay dividends to its shareholders. Dividends are a share of the company’s profit given to owners. The board of directors decides how much dividend to pay each year.
Q: What Happens if a Public Company in Nepal Breaks the Law?
A: If a public company in Nepal breaks the law, it can face heavy fines and penalties. In serious cases, directors can be removed or the company can be shut down. SEBON and OCR have the power to take strict action.
Q: How Can I Invest in a Public Company in Nepal?
A: You can invest in a public company in Nepal by opening a DEMAT account and a broker account. Then you can buy shares through NEPSE during trading hours. It is one of the easiest ways to grow your money in Nepal.