Short answer
The Companies Act 2063 (कम्पनी ऐन २०६३, enacted in 2006) is Nepal's main company law. It governs how private, public and not-for-profit companies are registered with the Office of Company Registrar, how shares are issued and transferred, how directors and meetings work, and the audit and annual return each company must file. It remains in force as amended — there is no separate “Companies Act 2074”.
| Name | Companies Act 2063 (कम्पनी ऐन, २०६३) |
|---|---|
| Enacted | 2006 AD (2063 BS); amended since |
| Administered by | The company registrar (OCR) |
| Official text | Nepal Law Commission website (Nepali; English translations available) |
| Company types | Private, public, not distributing profit; foreign branches registered under it |
| Annual return | Within 6 months of the fiscal year end |
What the Companies Act 2063 covers
The Act replaced the Companies Act 2053 and is the framework for the whole life of a company: incorporation, capital and shares, management, meetings, accounts and audit, reporting to the OCR, mergers, and closure. Detailed procedures are filled in by regulations, OCR directives and notices, so practice can change without the Act itself being amended.
People often search for a “Companies Act 2074”. In 2074 BS several Nepali laws were amended, but the Companies Act 2063 remains the principal Act, read with its amendments. When you need the authoritative wording, use the consolidated text published by the Nepal Law Commission.
Key provisions by topic
| Topic | What the Act requires | Practical guide |
|---|---|---|
| Company types | Private (1–101 shareholders, no public offer), public (7+ promoters, NPR 1 crore paid-up), not distributing profit | Private limited company explained |
| Incorporation | Application to the OCR with MOA, AOA and promoters' details; certificate on approval | Step-by-step registration |
| Names | Registrar refuses identical, similar, misleading or prohibited names | Name check guide |
| Shares | Allotment and transfers per AOA; changes recorded with the OCR | Share lagat records |
| Directors | Appointment, duties of care and loyalty, disclosure of interests | See below |
| Meetings | AGM for shareholders; private companies may use the AOA or unanimous consent alternatives | AGM and annual compliance |
| Accounts and audit | Books of account; audit by a licensed auditor every year | Audit services |
| Annual return | Audited accounts and particulars to the OCR within 6 months of year end; fines for delay | OCR late fine table |
| Fees | Registration and other fees by schedule | Current fee schedule |
Directors' duties under the Act
- Act in good faith in the interests of the company and its shareholders.
- Exercise reasonable care, skill and diligence.
- Disclose personal interests in contracts with the company and avoid conflicts.
- Keep proper books and records and present true accounts to shareholders.
- Make sure filings with the OCR are accurate and on time — directors can be held responsible for false statements and persistent non-compliance.
Directors of small private companies often assume these rules are only for large companies. They apply to every company, which is why we give new clients a written compliance calendar at the end of each company registration.
Compliance obligations that arise from the Act
| Obligation | Timing |
|---|---|
| Appoint auditor and notify the OCR | Annually; notify within 15 days of appointment |
| Prepare and audit financial statements | After the fiscal year ends (mid-July) |
| AGM or equivalent shareholder approval | As required by the Act and AOA |
| File annual return with audited accounts | Within 6 months of the fiscal year end |
| Record changes (directors, shares, address, capital) | Promptly after each change, within the time the Act allows |
Key takeaways
- The Companies Act 2063 is Nepal's main company law; there is no separate Companies Act 2074.
- It covers incorporation, shares, directors, meetings, audit, annual returns and closure.
- Directors' duties and annual filing requirements apply to every company, including small ones.
- Read the consolidated official text on the Nepal Law Commission site when wording matters.
Frequently asked questions
Is there a Companies Act 2074 in Nepal?
No separate Act by that name. The Companies Act 2063 is the principal law, read together with later amendments. Use the consolidated version on the Nepal Law Commission website.
Where can I read the Companies Act 2063 in English?
The Nepal Law Commission publishes Nepali texts and English translations of many Acts. The Nepali text is authoritative if there is any difference.
What is the penalty for not filing the annual return?
The OCR charges fines that increase with paid-up capital and the length of the delay; persistent non-filing can lead to further action against the company. Our compliance guide has the fine table.
Does the Companies Act require a company secretary?
Larger public companies must appoint a company secretary. Private companies usually assign the secretarial work to a director or an adviser.
Does the Act set a minimum capital for private companies?
No general minimum for private companies. Public companies need at least NPR 1 crore paid-up capital, and other laws can set minimums for specific sectors.
Sources and official references
Government fees and rules change with each Finance Act and OCR/IRD notice. We re-check the figures on this page regularly; confirm the latest amount with the office concerned or ask our team before you pay.