IPO in Nepal 2082/83 (2026): SEBON Process & NEPSE Listing

Only a public limited company under the Companies Act 2063 that meets SEBON's capital, profit and net-worth conditions and appoints a SEBON-licensed issue manager. A private company must convert first.

Through a demat account and Mero Share using ASBA, where the amount is blocked until allotment. Allotment is one entry per applicant, by lottery if oversubscribed.

The minimum paid-up capital is set by SEBON and varies by sector — commonly cited at around NPR 100 million for manufacturing companies and NPR 50 million for others, to be met before the prospectus is filed. Because these thresholds are fixed administratively and can change, confirm the current minimum for your sector with SEBON rather than relying on a fixed figure.

No. Only a public limited company can issue an IPO, so a private company must first convert to public limited at the Office of Company Registrar under the Companies Act 2063. The conversion involves amending the company's documents and meeting the public-company governance requirements, and it commonly adds several months to the timeline, so it should be planned well before the IPO file opens.

SEBON generally requires a profit in at least three of the immediately preceding five financial years, audited financial statements prepared to Nepal Financial Reporting Standards, positive net worth, and an operating history. The track record demonstrates the company can sustainably generate returns for the new public shareholders, and a weak or short record is the most common reason an IPO file is returned or delayed.

The issue manager is a SEBON-licensed merchant banker that coordinates the whole IPO — eligibility verification, prospectus drafting, SEBON liaison, subscription and ASBA collection, allotment and refunds, and NEPSE listing. Its appointment is mandatory and the IPO cannot be filed without one. Choosing a firm with experience in the issuer's sector — banking, hydropower, manufacturing — usually produces a faster, smoother SEBON review.

The prospectus is the disclosure document the company files with SEBON before a public issue, under Sections 30–32 of the Securities Act 2063. It sets out issuer information, audited financials, risk factors, use of proceeds, management background and offering terms. SEBON reviews it and registers the securities once satisfied. A misleading prospectus or suppression of material facts attracts penalties and personal liability under the Act.

End to end, an IPO commonly takes several months to about a year from prospectus drafting to NEPSE listing, with the SEBON review being the longest single stage and often involving at least one round of return-for-correction. A company converting from private to public adds further months upfront. Because timelines depend on file quality, the realistic horizon is best treated as a year-plus from the first board decision.

A public issue reserves tranches: around 10% for Nepali citizens in foreign employment, around 10% for project-affected local people, and 2–5% for employees, with the balance to the general public. An applicant can apply in only one category. These reservations mean an eligible expat worker or a project-affected resident has materially better odds on an oversubscribed issue than a general-public applicant.

The general-public portion is allotted through a SEBON-supervised lottery, with one entry per applicant — applying for more units does not improve the odds. Reservation categories are allotted first under their own quotas. Applicants who do not receive an allotment have their blocked ASBA amount released back to them. This lottery model is a distinctive feature of the Nepali IPO market and keeps allocation fair regardless of application size.

Mero Share is the online platform run through CDS & Clearing that investors use to apply for IPOs, linked to their demat account. ASBA (Applications Supported by Blocked Amount) means the application money is blocked in the applicant's own bank account rather than transferred away, and is only debited if shares are allotted. Together they let an investor apply online and keep their funds earning until allotment is decided.

Yes. To apply for an IPO in Nepal you need a demat (dematerialised securities) account with a depository participant under CDS & Clearing, a Mero Share account, and a linked bank account enabled for C-ASBA. Allotted shares are credited to the demat account electronically. Setting these up takes a little time, so investors who want to participate in upcoming issues should open the accounts in advance rather than at the last minute.

Book-building is a price-discovery method, used by larger qualifying companies, where institutional investors bid within a price band to set the issue price, instead of the shares being sold at par. It applies only to companies meeting stricter SEBON criteria, including a profit record and net-worth conditions, with a portion allocated to qualified institutional buyers. Most ordinary IPOs in Nepal still use the fixed-price route, so confirm which method an issue is using.

Promoter shares are locked in for a set period after allotment and cannot be sold during that time, enforced through the central depository. The lock-in protects new public shareholders by keeping the promoters invested after listing. Promoters who expected to sell some shares for liquidity immediately after listing are sometimes caught out, so personal liquidity should be planned around the lock-in expiry, not the listing date.

Nepali citizens working abroad with valid foreign-employment documentation can apply through the dedicated foreign-employment reservation tranche, using a designated ASBA arrangement for remitted funds. Non-resident Nepali participation more broadly depends on SEBON's framework and the applicant's status. For the wider NRN rights framework, see our guide on NRN rights and law in Nepal, and confirm the current arrangement before applying.

Both, in sequence. SEBON regulates the IPO approval — prospectus review, securities registration and the continuing-disclosure regime under the Securities Act 2063. NEPSE is the listing venue and trading platform, where the company applies for listing after the SEBON-approved issue is allotted. So SEBON approves the issue and NEPSE lists the resulting shares; they are complementary regulators, not alternatives.

If a public issue does not attract enough applications, the shortfall is handled under the underwriting arrangement — where the issue manager or another licensed underwriter has committed to take up unsold shares — or the issue may be re-evaluated under SEBON rules. This is why companies at risk of undersubscription arrange underwriting in advance. The specific outcome depends on the offering's terms and SEBON's directions for that issue.

A listed company files quarterly unaudited results and an audited annual report, discloses material events promptly to SEBON and NEPSE, holds annual general meetings with shareholder voting, and is bound by the insider-trading prohibition. It must keep meeting the eligibility conditions on a continuing basis. The compliance cost is materially higher than for a private company, which is why the post-listing load should be priced into the IPO decision.

Before the board commits. A lawyer runs the eligibility audit, handles the private-to-public conversion, advises on capital restructuring to meet the SEBON threshold, supports prospectus drafting and SEBON liaison, and sets up the post-listing compliance framework. Getting readiness right before filing is what avoids the costly return-for-correction cycle, which is the single biggest cause of IPO delay in Nepal.