Public, Private & Non-Profit Companies in Nepal 2082/83 (2026)

A public limited company needs a minimum paid-up capital of NPR 10 million under Section 11(1) of the Companies Act 2063, and at least 7 shareholders under Section 9(2).

Between 1 and 101 shareholders under Section 9(1) of the Companies Act 2063. A private company cannot offer its shares to the public.

A private company (Sec. 9(1)) has 1–101 shareholders, cannot sell shares to the public, and carries lighter compliance. A public company (Sec. 9(2), 11(1)) needs at least 7 shareholders and NPR 10 million paid-up capital, can issue shares to the public and list on NEPSE, and faces heavier governance, audit and disclosure duties. The dividing line is whether the company can raise capital from the public.

It is a non-profit company formed under Section 166 of the Companies Act 2063 with at least 5 members, which cannot distribute profit or dividends to its members — surplus must serve the company's objectives, and membership is generally non-transferable. It suits professional bodies, clubs and social initiatives that want a corporate form with limited liability but no profit motive. It is distinct from an NGO registered under the Association Registration Act 2034.

The Companies Act 2063 does not fix a statutory minimum paid-up capital for a private company. The NPR 100,000 figure frequently quoted is an administrative norm rather than a legal floor, and sector-specific rules (for example for foreign investment or regulated industries) can impose their own capital requirements. So for an ordinary private company, capital can be set to suit the business, subject to any sector or investment-specific minimums.

Yes. A private company can convert into a public company under the Companies Act 2063 when it wants to raise public capital, provided it then meets the public-company requirements — at least 7 shareholders and the NPR 10 million minimum paid-up capital — and adopts the heavier governance and disclosure regime. Conversion involves amending the company's documents and filings at the Office of Company Registrar, so it is best planned with legal advice before fundraising begins.

All companies — private, public and non-profit — register at the Office of Company Registrar (OCR), now primarily through the CAMIS online portal. Registration involves reserving the company name, submitting the memorandum and articles of association and the prescribed application, paying the fee, and obtaining the certificate of incorporation. After incorporation, the company takes a PAN at the Inland Revenue and registers for VAT where applicable.

Yes. A public limited company can raise capital from the public through an initial public offering (IPO) and list its shares on the Nepal Stock Exchange (NEPSE), subject to the approval of the Securities Board of Nepal (SEBON) and the listing requirements. Private and non-profit companies cannot list. The ability to access public capital and the stock market is the principal advantage of the public-company form, balanced against its heavier compliance.

A non-profit company is incorporated under Section 166 of the Companies Act 2063 at the Office of Company Registrar, while an NGO (association) registers under the Association Registration Act 2034 at the District Administration Office. Both pursue non-profit objectives, but they sit under different statutes, regulators and compliance regimes, and an NGO seeking foreign funding typically also affiliates with the Social Welfare Council. The right choice depends on the activity, funding sources and governance preferred.

A profit-not-distributing company under Section 166 of the Companies Act 2063 requires at least 5 members to be formed. Because it cannot distribute profit, it has members rather than profit-taking shareholders, and any surplus is applied to the company's stated objectives. This minimum, together with the no-distribution rule and non-transferable membership, distinguishes the non-profit company from an ordinary private or public company.

Foreign investors most commonly use a private limited company, which is simpler to run and keeps ownership closed, with the foreign investment approved under the foreign-investment framework. A public company is used where public capital or listing is the goal. Sector-specific minimum capital and approval requirements apply to foreign investment regardless of company type, so the structure should be chosen alongside the investment approval, not separately.

A public company faces significantly heavier compliance than a private one — a structured board, statutory audits, annual general meetings, continuous disclosure, and the governance standards expected of a company that holds public money. Listed public companies face additional SEBON and NEPSE obligations. This compliance burden is the trade-off for the ability to raise capital from the public, and it is a key reason most businesses remain private unless they need public funding.

Yes, conversion in either direction is possible under the Companies Act 2063, subject to meeting the requirements of the target form and completing the filings at the Office of Company Registrar. Converting public to private typically follows a decision to take the company closed and reduce compliance, and it has implications for any public shareholders that must be handled carefully. As with any conversion, it should be planned with legal and tax advice.

The core documents are the memorandum of association and articles of association, the company-registration application, the shareholders' or promoters' details and citizenship or identity documents, and proof of the registered office, with additional documents for foreign investors or regulated sectors. A non-profit company files documents reflecting its objectives and membership. Requirements are submitted through the CAMIS portal, and exact items can vary, so confirm the current checklist with the OCR or your lawyer.

Yes. A private limited company can be formed with a single shareholder under the Companies Act 2063, making it suitable for solo founders who still want limited liability and a corporate structure. This single-shareholder private company is distinct from a sole proprietorship (a private firm), which is an unincorporated business registered under different law. The choice between them affects liability, tax and credibility, so it is worth taking advice before registering.

For most startups, a private limited company is the best fit — limited liability, closed ownership, lighter compliance, and the flexibility to bring in investors through private share allotments. If the startup later needs to raise capital from the public or list, it can convert to a public company at that stage. Starting private and converting when genuinely needed is usually more efficient than incorporating as a public company prematurely.

A profit-not-distributing company may qualify for concessional tax treatment given its non-distribution character, but tax exemption is not automatic — it depends on the company's activities and meeting the conditions set by the tax authorities, and any income from unrelated commercial activity can be taxable. Because the tax position turns on the specific facts and on Inland Revenue recognition, a non-profit company should confirm its tax status rather than assume exemption from incorporation.

The Companies Act 2063 (2006) is the principal statute governing the formation, types, capital, governance, and winding up of companies in Nepal, administered by the Office of Company Registrar. Public and listed companies are additionally regulated by the Securities Board of Nepal and stock-exchange rules, and sector regulators apply to regulated industries such as banking and insurance. Foreign investment is governed by the separate foreign-investment framework alongside the Companies Act.

Before incorporating, and before any conversion or fundraising. A lawyer confirms which type fits your goal, checks sector-specific capital and foreign-investment rules, prepares the memorandum and articles, and registers the company correctly at the Office of Company Registrar. Choosing the right structure at the outset prevents the costly re-registration, tax friction and fundraising obstacles that a wrong choice creates later.