Company Conversion in Nepal: Private to Public & Public to Private

How to Convert a Private Company into a Public Company in Nepal

A private company is required to be converted into a public company under the following circumstances:

When 25% or more shares of the private company are held by one or more public companies.
If the private company acquires 25% or more shares of a public company.

Step 1: In a general meeting, pass a special resolution to convert your company into a public one.
Step 2: Once the resolution is approved, proceed with the conversion process.
Step 3: Submit an application to OCR.
Step 4: OCR will check if your private company meets the requirements to become a public one.
Step 5: If everything is okay, OCR will certify the conversion and issue a company conversion certificate within sixty days.
Step 6: After conversion, your company will automatically follow all the rules applicable to public companies under the Act.
Step 7: Inform relevant stakeholders, including tax authorities, banks, and others, about the company’s conversion.

If a public company has less than 7 shareholders, it can become a private company.
Within 6 months, the company needs to change its rules and regulations to become private.
After amending the regulations, an application should be submitted to the office in the prescribed format.
The application should include a photocopy of the amendment and the required fee.