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The person or people willing to register their company should present the following documents in the office of the company registrar.
  • An application in the format as per the ‘ANUSUCHI 1’ along with a 5 rupees stamp attached to it.
  • Two copies of ‘PRABANDHA PATRA’ (Article of Association) in the format as per ‘ANUSUCHI 2’.
  • Two copies of ‘NIYAMAWALI’ (Article of Memorandum) in the format as per ‘ANUSUCHI 3’.
  • Attested copies of the citizenship certificates of the founder shareholders.
  • In case of a public company, a copy of the agreement made among the founder members before the establishment of the company.
  • In case of a private company, a copy of the mutual agreement (if any).
  • If the founder company is a Nepali registered company, a copy of the company registration certificate, and a copy of the decision of the managing committee regarding details of the investment to be made upon the aspiring company, as well as the name and a copy of the citizenship certificate of the person representing the founding company.
Additional documents required for Company Registration by foreigner: A foreigner can also establish a company by receiving permission according to the act for establishing a company by investing within the kingdom of Nepal with the aim of profit making such a foreigner should present the following additional documents besides the ones mentioned above.
  • A copy of the permit received from the concerned body to invest within the kingdom of Nepal according the existing rules.
  • In case of Industrial Company with joint investment, a copy of the joint-investment agreement issued and registered by the department of industries.
  • In case of the foreigner being a single person, an attested copy of his passport, and in case of the foreigner being a company (legal body), an attested copy of the company registration certificate and a copy of the decision regarding details of the investment to be made upon the aspiring company by the founder and an attested copy of the passport of the person representing the founder company.
Things to be considered while presenting the documents for company registration: While presenting the above mentioned documents to the office of the company registrar for the registration of the company, the following things should be considered:
  • In case of a private company, there can be at least one and at most 50 founders. In case of a public company, there should be at least seven founder shareholders. But if a public company is establishing another public company, there is no need of seven founders.
  • The ‘PRABHANDA PATRA’ (Article of Memorandum) and the ‘NIYAMAWALI’ (Article of Association) should be prepared in clear and correct Nepali language.
  • All the founder shareholders should sign at the bottom of each page of the ‘PRABHANDA PATRA’ and ‘NIYAMAWALI’. In the last page of the ‘PRABHANDA PATRA’ and the ‘NIYAMAWALI’, the full name, address, number of shares agreed upon for buying and the signature of the founder shareholders as well as the full name, address and signature of one witness each for a shareholder should be included.In the end page of the ‘PRABHANDA PATRA’ and the ‘NIYAMAWALI’, the name, registration number and signature of the legal-professional or chartered accountant preparing the ‘PRABHANDA PATRA’ and the ‘NIYAMAWALI’ should be included along with the date of preparation.
Company registration: If circumstances to reject the company registration do not exist, the registrar decides to register the company. Then, the founders are notified to pay the registration charge and collect he certificate. If the company registration fee, which depends on the company’s registered capital (according to the index 21) is up to Rs.5,000 the payment is made in the accounts section of the office itself. Otherwise the amount should be deposited at the Nepal Rastra Bank, Banking Office, Thapathali, Kathmandu or in a branch of the commercial bank permitted by Nepal Rastra Bank, in the ‘RAJASWA’ account number1-1-05-10. Then two copies of the voucher should be submitted in the accounts section of the office of the company registrar, and the receipt should be presented in the registration section. After this, the company registration certificate (according to the index 5) and one copy of each (approved and signed by CRO Officer) of the ‘PRABHANDA PATRA’ and the ‘NIYAMAWALI’ presented by the founders are provided to the founders. After the company has been so registered, the company comes into existence and it can carry out the necessary activities to achieve the goals mentioned in the ‘PRABHANDA PATRA’ by staying within the conditions of registration.