How to File for Share Registry of Companies in Nepal?

Filing for share registry is a crucial aspect of corporate governance in Nepal. This article will guide you through the process, explaining key concepts and requirements to ensure your company stays compliant with Nepali regulations.

What is a Share Registry in Nepal?

A share registry in Nepal is an official record that contains detailed information about a company’s shareholders and their respective shareholdings. This document is essential for maintaining transparency and accountability in corporate ownership structures. The share registry typically includes:

• Names and addresses of shareholders
• Number of shares held by each shareholder
• Date of share acquisition
• Classes of shares (if applicable)
• Share certificate numbers

Maintaining an accurate share registry is not only a legal requirement but also helps companies manage shareholder relations effectively and facilitates smooth corporate transactions.

When Should Companies File Share Registry?

Companies in Nepal are required to file their share registry at specific times throughout their corporate lifecycle. The key moments for filing include:

1. Initial registration: When a company is first incorporated, it must submit its initial share registry.
2. Annual filing: Companies must update and file their share registry annually.
3. After changes in shareholding: Any significant changes in share ownership must be reported promptly.
4. Before certain corporate actions: Prior to events like dividend distributions or rights issues, an updated share registry may be required.
5. Upon request by regulatory authorities: Companies should be prepared to submit their share registry if asked by relevant government bodies.

Timely filing ensures that your company remains compliant with Nepali corporate laws and avoids potential penalties or legal complications.

Where to File Share Registry Documents?

In Nepal, share registry documents are typically filed with the Office of the Company Registrar (OCR). This government body is responsible for overseeing corporate registrations and maintaining records of companies operating in Nepal. The process for filing involves:

1. Preparing the necessary documents (more on this in the next section).
2. Visiting the OCR office or using their online portal (if available).
3. Submitting the documents along with any required fees.
4. Receiving an acknowledgment of filing from the OCR.

It’s important to note that some companies, particularly those listed on the Nepal Stock Exchange, may have additional filing requirements with the Securities Board of Nepal (SEBON) or other regulatory bodies.

What Documents are Needed for Share Registry?

To successfully file your company’s share registry in Nepal, you’ll need to prepare and submit several key documents. These typically include:

1. Share Registry Form: A standardized form provided by the OCR, detailing shareholder information.
2. Board Resolution: A copy of the board resolution approving the share registry or any changes to it.
3. Shareholder List: A comprehensive list of all shareholders, including their details and shareholdings.
4. Share Certificates: Copies of issued share certificates (if applicable).
5. Company Identification Documents: Such as the company registration certificate and PAN/VAT registration.
6. Proof of Payment: Receipt of any fees paid for the filing process.
7. Cover Letter: A formal letter addressed to the OCR, requesting the filing of the share registry.

Ensuring all these documents are accurately prepared and up-to-date will help streamline the filing process and avoid potential delays or rejections.

Relevant Articles:

• Tax Clearance Certificate in Nepal
• Transfer Pricing Documentation in Nepal
• VAT Audit Process in Nepal

How Often Must Share Registry be Updated?

Keeping your company’s share registry current is a continuous responsibility. In Nepal, companies are generally required to update their share registry:

1. Annually: As part of the annual compliance requirements, companies must submit an updated share registry.
2. Within 30 days of any significant changes: This includes changes in shareholding structure, such as transfers, new issues, or cancellations of shares.
3. Before major corporate events: Updates may be necessary before dividend distributions, rights issues, or other significant corporate actions.

Regular updates ensure that the official records accurately reflect the current ownership structure of your company. This is crucial for maintaining transparency and facilitating smooth corporate governance.

Is There a Fee for Share Registry Filing?

Yes, there is typically a fee associated with filing a share registry in Nepal. The fee structure is as follows:

1. Initial Filing Fee: A base fee is charged for the first-time registration of a share registry.
2. Annual Update Fee: A nominal fee is usually required for the annual update of the share registry.
3. Amendment Fee: If you need to make changes to the share registry outside of the annual update, a separate fee may apply.
4. Late Filing Fee: Additional charges may be incurred if you fail to file or update your share registry within the specified timeframes.

The exact amounts can vary and are subject to change, so it’s advisable to check with the Office of the Company Registrar for the most current fee schedule. Remember to factor these costs into your company’s compliance budget to avoid any financial surprises.

Can Share Registry be Filed Online?

In recent years, Nepal has been making strides towards digitizing various government services, including corporate filings. As of 2024, the status of online share registry filing is as follows:

1. Partial Online Services: Some aspects of share registry filing can be initiated online through the OCR’s web portal.
2. Document Upload: Certain documents can be uploaded electronically, reducing the need for physical visits.
3. Online Fee Payment: Many filing fees can now be paid through digital channels.
4. Verification Process: While initial submissions may be made online, physical verification of documents may still be required in some cases.
5. Gradual Transition: The government is working towards a fully online system, but the transition is ongoing.

While the process is becoming increasingly digital, it’s important to stay informed about the latest developments and be prepared for both online and in-person procedures. Companies should regularly check the OCR website or consult with a legal professional for the most up-to-date information on online filing options.

What Information is Included in Share Registry?

A comprehensive share registry in Nepal contains detailed information about a company’s shareholders and their holdings. The key components typically include:

1. Shareholder Details:
   • Full legal name
   • Residential or business address
   • Contact information
   • Citizenship number or company registration number (for corporate shareholders)
2. Share Information:
   • Number of shares held
   • Class of shares (if multiple classes exist)
   • Face value of shares
   • Share certificate numbers
3. Transaction History:
   • Date of share acquisition
   • Method of acquisition (e.g., purchase, transfer, bonus issue)
   • Details of any share transfers or disposals
4. Company Information:
   • Company name and registration number
   • Registered office address
   • Total authorized, issued, and paid-up capital
5. Signature of Authorized Person:
   • Usually a director or company secretary
6. Date of Registry Update:
   • To track when the information was last verified or changed
7. Any Liens or Encumbrances:
   • Details of any shares pledged as collateral or subject to legal restrictions

This comprehensive information ensures transparency in ownership and helps in various corporate actions, from dividend distributions to shareholder voting.

How to Report Changes in Shareholding?

Reporting changes in shareholding is a crucial responsibility for companies in Nepal. Follow these steps to ensure compliance:

1. Document the Change: Record all details of the share transfer or new issue, including dates, parties involved, and number of shares.
2. Update Internal Records: Modify your company’s internal share registry to reflect the changes immediately.
3. Prepare Necessary Forms: Fill out the required forms provided by the Office of the Company Registrar (OCR). These typically include a share transfer form or allotment form.
4. Board Approval: Obtain board approval for the changes, if required by your company’s articles of association.
5. Notify the OCR: Submit the updated information to the OCR within 30 days of the change occurring.
6. Pay Required Fees: Settle any fees associated with reporting the changes.
7. Issue New Certificates: If physical share certificates are used, cancel old certificates and issue new ones reflecting the current ownership.

Remember, timely reporting of shareholding changes is not just a legal requirement; it also maintains the integrity of your company’s ownership structure and ensures smooth corporate governance.

What Penalties Apply for Late Filing?

Failing to file or update your company’s share registry on time can result in various penalties in Nepal. These may include:

1. Monetary Fines: Late filing often incurs financial penalties, which can increase with the duration of the delay.
2. Legal Notices: The OCR may issue formal warnings or legal notices demanding compliance.
3. Restrictions on Corporate Actions: Late filers may face limitations on certain corporate activities, such as issuing new shares or paying dividends.
4. Increased Scrutiny: Consistent late filing can lead to heightened regulatory oversight of your company.
5. Reputational Damage: Delays in compliance can negatively impact your company’s reputation among investors and partners.

To avoid these consequences, it’s crucial to maintain a compliance calendar and ensure timely filing of all required documents, including the share registry.

The Process of Filing Share Registry in Nepal

Filing a share registry in Nepal involves several steps to ensure accuracy and compliance. Here’s a detailed guide to the process:

1. Prepare Documentation: Gather all necessary documents, including the updated share registry, board resolutions, and any supporting paperwork.
2. Verify Information: Double-check all shareholder details and shareholding information for accuracy. Ensure that the total shares match the company’s authorized capital.
3. Complete Required Forms: Fill out the share registry form provided by the OCR. This form typically requires details about shareholders, their holdings, and any recent changes.
4. Obtain Necessary Signatures: Have the form signed by authorized company representatives, usually directors or the company secretary.
5. Pay Filing Fees: Calculate and pay the required fees for filing. This may include standard filing fees and any additional charges for amendments or late submissions.
6. Submit to OCR: Present the completed form, supporting documents, and proof of fee payment to the Office of the Company Registrar. This can often be done in person or through a designated representative.
7. Receive Acknowledgment: Upon successful submission, the OCR will provide an acknowledgment receipt. Keep this for your records as proof of filing.

Throughout this process, it’s crucial to maintain open communication with the OCR. If any issues arise or additional information is needed, prompt response and cooperation will help ensure a smooth filing experience. Remember, consistency and attention to detail are key to maintaining an accurate and compliant share registry.

Get in Touch with Us

Our team consists of Chartered Accountants, Corporate Lawyers and Chartered Financial Analysts. Our Firm is renowned for provide expert legal, tax and financial services. Contact us for Quick Legal and Tax Consultation.

📧 Email: info@taxconsultantnepal.com
📞 Phone: +977 9709090127
📍 Location: Sinamangal Marga, Old Baneshwor, Kathmandu, Nepal

You can contact us via email, contact form, or phone call. We are also available on WhatsApp, Viber, Telegram, and WeChat for your convenience. Feel free to drop your queries, and our professionals will get back to you promptly.