
If you’re running a private company in Nepal and looking to grow, converting into a public company could be your next big move. Going public opens the door to raising funds from the general public, increasing brand credibility, and expanding your business further.
In this blog, we’ll guide you through the process of converting a private company into a public company in Nepal, based on the latest laws and procedures.
What is the Difference Between a Private and Public Company?
Before diving into the process, it’s important to understand the basic differences:
Feature | Private Company | Public Company |
---|---|---|
Shareholders | Up to 101 | Unlimited |
Share transfer | Restricted | Freely transferable |
Capital raising | Limited | Can issue shares to the public |
Listing | Not listed | Can be listed on NEPSE (optional) |
Legal Basis for Conversion in Nepal
The process is guided by the Companies Act, 2063 (2006) of Nepal. As per the law, a private company can be converted into a public company by fulfilling certain legal requirements and obtaining approval from the Office of the Company Registrar (OCR).
Step-by-Step Process to Convert a Private Company into a Public Company in Nepal
1. Hold a Board Meeting
The board of directors must pass a resolution to convert the private company into a public company.
Resolution should include:
- Decision to convert the company
- Approval of the amended Memorandum and Articles of Association
- Call for a general meeting of shareholders
2. Call a Special General Meeting
A special resolution must be passed by the shareholders (at least 75% in favor) to approve the conversion and adopt the amended documents.
3. Amend the Company’s Documents
Update the following:
- Memorandum of Association (MoA)
- Articles of Association (AoA)
Changes should reflect: - New name (add “Limited”)
- Changes in share structure
- Compliance with public company regulations
4. Increase Paid-Up Capital
Ensure that the company meets the minimum capital requirement for a public company in Nepal (at least Rs. 5 crore).
5. Apply to the Office of the Company Registrar (OCR)
Submit an application with the following documents:
- Application letter
- Copy of board resolution
- Special resolution by shareholders
- Amended MoA and AoA
- Updated shareholder list
- Financial statements
- Certificate of existing company
- Proof of paid-up capital
6. Receive New Certificate of Incorporation
If all documents are in order, OCR will issue a new certificate recognizing the company as a public limited company.
Helpful Articles
- How to Check and Reserve a Company Name Online
- Companies Act, 2063 (2006 A.D.)
- What is the Articles of Association (AoA)?
- What is the Memorandum of Association (MoA)?
- Latest Company Registration Fees (2025)
- How to Register a Company
- How to Register a Business PAN
- How to Register for VAT Online
- List of Companies Required to Register for VAT
- How to Create a Company Stamp Following OCR Guidelines
- How to Open a Company Bank Account
- How to Legally Close a Company