You’re ready to invest in Nepal. You’ve studied the market, found your local team, and even chosen a business name. But then comes the confusion: should you register as a Private Limited or a Public Limited Company in Nepal?
Most foreign investors struggle here. They’re unsure which structure gives more control, what’s better for scalability, and which involves fewer legal hurdles. Some advisors oversimplify the answer, saying “Private Limited is easier.” That’s not entirely true.
The right choice depends on your capital goals, shareholder expectations, and regulatory tolerance. If you plan to grow organically with a controlled shareholder base, a Private Limited company might fit. But if your goal involves public investment or large-scale operations, the Public Limited model provides credibility and flexibility to raise capital.
This article breaks down both options, explaining their legal foundation, ownership model, compliance requirements, advantages, and risks, so you can make an informed decision before registering your company in Nepal.
Nepal’s Companies Act 2063 (2006) defines multiple types of entities, but for most business ventures, investors choose between Private Limited and Public Limited companies.
Both are incorporated through the Office of the Company Registrar (OCR), yet differ significantly in capital requirements, number of shareholders, public accountability, and operational scope.
Let’s start by understanding their foundations.
A Private Limited Company is the most common choice for both local entrepreneurs and foreign investors entering Nepal. It allows up to 101 shareholders, keeps ownership private, and provides legal separation between shareholders and the business.
Separate legal entity independent of shareholders
Shareholder liability limited to capital contribution
Shares are not tradable to the public
Minimum one and maximum 101 shareholders
Minimum authorized capital of NPR 100,000
Registration through the OCR portal within a few weeks
Family-owned or small to medium-sized ventures
Foreign subsidiaries and FDI-based companies
Businesses prioritizing operational flexibility and control
A Public Limited Company is designed for large-scale businesses aiming to raise funds from the public. It can issue shares, invite public investment, and list on the Nepal Stock Exchange after meeting SEBON (Securities Board of Nepal) requirements.
Must have a minimum of 7 shareholders (no maximum limit)
Minimum paid-up capital of NPR 10 million
Mandatory Board of Directors (minimum 3 members)
Shares are freely transferable
Required to publish annual reports and conduct annual general meetings (AGMs)
Subject to SEBON oversight if publicly listed
Large corporations or infrastructure projects
Financial institutions, insurance, telecom, or utilities
Companies planning to go public or attract local investors
| Feature | Private Limited Company | Public Limited Company |
|---|---|---|
| Minimum Shareholders | 1 | 7 |
| Maximum Shareholders | 101 | No limit |
| Public Share Issuance | Not allowed | Allowed |
| Minimum Capital | NPR 100,000 | NPR 10 million |
| Share Transfer | Restricted | Freely transferable |
| Regulatory Oversight | OCR only | OCR + SEBON |
| Financial Disclosure | Not mandatory publicly | Mandatory annual publication |
| Board Requirement | Optional (if small) | Mandatory |
| AGM Requirement | Optional | Mandatory |
| Best For | SMEs, FDI entities, family firms | Large corporations, listed entities |
Both company types follow similar initial procedures under the Companies Act 2063, though with differing compliance standards.
Submit name availability request through the OCR portal. The name must end with “Private Limited” or “Limited,” depending on your chosen type.
Prepare and notarize the Memorandum of Association (MoA) and Articles of Association (AoA), detailing the company's objectives, shareholding, and capital.
Upload digital copies through OCR. Include shareholders’ identification, office lease agreement, and the authorized representative’s details.
Once approved, OCR issues your certificate confirming legal existence.
Obtain a Permanent Account Number (PAN) and VAT if applicable.
Public companies must secure SEBON and other sectoral approvals before raising public capital or listing.
Private companies maintain tighter control since shares are held privately. Public companies, however, dilute control as shares are offered to the public.
In both structures, shareholder liability is limited to their share contribution. This encourages foreign participation without personal financial risk.
Public companies must follow strict governance, including independent audits, annual reports, and board accountability. Private companies have more freedom, requiring fewer public disclosures.
A major distinction lies in how each company raises funds.
Private Limited Company:
Raises capital through private equity, shareholder loans, or FDI.
Investment rounds are internal or through negotiated partnerships.
Suitable for controlled ownership and early-stage growth.
Public Limited Company:
Can raise funds through Initial Public Offerings (IPOs).
Eligible for bank financing and bond issuance.
Ideal for expansion-heavy sectors needing large-scale funding.
For foreign investors, choosing between the two depends on whether your long-term plan involves equity control or public investment growth.
Compliance is often overlooked but critically affects sustainability.
Private Limited Company:
Fewer regulatory filings
Flexibility in decision-making
Easier restructuring or foreign share transfer
Public Limited Company:
High transparency expectations
Regular audits, AGMs, and disclosures
Higher legal and administrative costs
If your strategy emphasizes agility, privacy, and fewer approvals, the Private Limited model wins. But if you plan to expand regionally, raise capital, or gain investor trust, a Public Limited structure may be worth the effort.
Both company types pay corporate income tax, typically 25%. However, public companies in certain priority sectors (like hydropower or IT) may qualify for incentives or tax rebates under investment laws.
Public companies must publish audited statements annually, while private companies submit them confidentially to the OCR.
Define your long-term business vision.
Identify whether you need public or private investment.
Determine acceptable shareholder control levels.
Assess your compliance tolerance.
Review minimum capital availability.
Consider foreign exchange and repatriation needs.
Evaluate local market presence and reputation.
Analyze tax and reporting requirements.
Consult legal and FDI specialists for validation.
Register with OCR once your structure is clear.
1. What is the key difference between a Private Limited and a Public Limited company in Nepal?
A Private Limited company is privately owned and cannot sell shares to the public, while a Public Limited company can raise funds from public investors and has no shareholder limit.
2. Which company type is better for foreign investors?
Most foreign investors prefer Private Limited companies due to simpler compliance, fewer disclosure requirements, and full ownership options.
3. What is the minimum capital for Public Limited registration in Nepal?
A Public Limited company must have a minimum paid-up capital of NPR 10 million.
4. Can a Private Limited company later convert to a Public Limited company?
Yes, under the Companies Act, a Private Limited company can convert by fulfilling capital, shareholder, and regulatory conditions.
5. How long does it take to register either company type?
Private companies usually take 7–10 working days, while Public Limited companies may require 4–6 weeks due to SEBON and compliance checks.
Selecting between a Private Limited and a Public Limited Company in Nepal is more than a legal choice, it’s a growth strategy. The right structure determines your control, funding access, and compliance journey for years ahead.
At Digital Consulting Ventures (DCV), we simplify this decision for you. Our experts analyze your business goals, investment structure, and market entry plan to recommend the perfect company setup. We handle every step, from OCR filing and DOI approvals to tax registration and legal compliance.
Ready to start your Nepal journey confidently?
Book a free consultation with DCV today and let our team help you establish your company the right way, compliant, strategic, and future-ready.