Company Conversion in Nepal

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

Conditions for Conversion

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.

Procedure for Conversion

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

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

  • 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.