1. Introduction

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.

2. Legal Framework Governing Public Limited Company in Nepal

Public Limited Companies in Nepal are governed by the following laws:

Primary Legislation

• Companies Act, 2063 (2006)

• Securities Act, 2063

• Securities Board of Nepal (SEBON) Regulations

• Nepal Stock Exchange (NEPSE) Regulations

Related Laws

• 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.

3. Key Legal Provisions

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.

4. Administrative Authorities Involved

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

5. What is a Public Limited Company?

A Public Limited Company (PLC) is a company whose shares are offered to the general public and can be traded publicly after listing.

Key Features:

• 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.

6. Eligibility Criteria

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.

7. Documents Required

For Company Registration:

• 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

For Public Issue:

• Prospectus (approved by SEBON)

• Auditor appointment letter

• Due diligence certificate

• Capital structure details

8. Step-by-Step Process of Public Limited Company Formation in Nepal

Step 1: Name Reservation

Reserve company name through OCR online portal.

Step 2: Prepare MOA and AOA

Draft constitutional documents complying with Companies Act.

Step 3: Submit Application to OCR

File incorporation documents with prescribed fees.

Step 4: Obtain Certificate of Incorporation

OCR issues registration certificate.

Step 5: PAN Registration

Register with Inland Revenue Department.

Step 6: Industry Registration (if required)

Register with DOI or relevant authority.

Step 7: Capital Deposit

Deposit subscribed capital in bank.

Step 8: Prospectus Approval (If Public Issue Planned)

Submit prospectus to SEBON for approval.

Step 9: IPO Issuance

Issue shares to public.

Step 10: NEPSE Listing

Apply for listing after fulfilling capital and compliance requirements.

9. Cost of Public Limited Company Registration in Nepal

Cost depends on authorized capital.

Government Registration Fee:

• Based on authorized capital (slab-wise under Companies Act)

Approximate Cost Breakdown:

• 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.

10. Timeline

Total incorporation timeline (without IPO): 10–20 working days
With IPO approval: 3–6 months

11. Other Compliance Requirements

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.

12. FAQs 

Q1: How many members are required to form a Public Limited Company in Nepal?

Minimum 7 shareholders and 3 directors are required under Companies Act, 2063.

Q2: What is the minimum capital requirement for Public Limited Company in Nepal?

There is no fixed minimum capital under general law, but sectoral regulators may impose capital thresholds (e.g., banks, insurance).

Q3: Can a foreigner open a Public Limited Company in Nepal?

Yes, subject to approval under the Foreign Investment and Technology Transfer Act (FITTA), 2075.

Q4: How long does it take to register a Public Limited Company in Nepal?

Generally 10–20 working days for incorporation; IPO approval may take 3–6 months.

Q5: Is IPO mandatory for Public Limited Company?

No, IPO is not mandatory immediately after registration, but shares can be offered publicly later with SEBON approval.

Q6: Which authority regulates Public Limited Companies in Nepal?

OCR regulates incorporation, while SEBON regulates public share issuance.

Q7: What is the difference between Private and Public Limited Company in Nepal?

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.

13. Disclaimer

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.