Private vs public company in Nepal is one of the first strategic decisions foreign companies must make before entering the market. The choice affects ownership, capital raising, compliance burden, and how fast you can launch. Nepal’s move toward online company registration has reduced friction, but the legal differences remain decisive. In this guide, you will get a clear, investor-focused comparison, practical timelines, and a decision framework to help you choose the right structure and register confidently.
Foreign investors often underestimate how much the company form shapes operations. In Nepal, the distinction between private limited companies and public companies determines governance depth, disclosure requirements, and expansion options.
Choosing correctly can mean faster setup, lower ongoing compliance, and better control. Choosing poorly can lock you into unnecessary obligations.
A private company in Nepal is designed for closely held ownership. Shares are restricted, and public fundraising is not allowed.
Key characteristics
Limited number of shareholders
Share transfers are restricted
Faster incorporation
Lower compliance intensity
This structure is widely used by foreign subsidiaries, joint ventures, and back-office operations.
A public company can offer shares to the public and is built for scale.
Key characteristics
No restriction on share transfers
Can raise capital from the public
Higher minimum capital expectations
Heavier governance and disclosure rules
Public companies suit large infrastructure, banking, insurance, and capital-intensive projects.
Private companies cap shareholder participation and protect control. Public companies trade flexibility for access to capital markets.
Private companies rely on shareholder funding and internal accruals. Public companies can raise funds through share issuance.
Public companies must meet stricter audit, disclosure, and board requirements.
| Factor | Private Company | Public Company |
|---|---|---|
| Shareholders | Limited | Unlimited |
| Share transfer | Restricted | Freely transferable |
| Public fundraising | Not allowed | Allowed |
| Compliance burden | Moderate | High |
| Typical setup time | 2–4 weeks | 4–8 weeks |
| Best for | Foreign subsidiaries, SMEs | Large enterprises |
Nepal’s digitized incorporation process is managed through the Office of Company Registrar.
Name reservation
Drafting constitutional documents
Online application submission
Document verification
Certificate of incorporation issued
Most private companies complete this process faster due to simpler approvals.
Passport copies of shareholders and directors
Board resolution approving Nepal incorporation
Memorandum and Articles of Association
Registered office address in Nepal
All foreign documents must be notarized and legalized.
Annual general meeting
Annual return filing
Tax filings and audits
Statutory audits
Public disclosures
Enhanced corporate governance reporting
Both structures are taxed under the same corporate income tax framework. However, public companies face additional disclosure scrutiny.
Key taxes include
Corporate income tax
Withholding taxes
VAT where applicable
Speed to market
Full control over ownership
Lower compliance costs
Large-scale capital raising
Long-term market presence
Public investor participation
Choosing a public company too early
Underestimating compliance costs
Ignoring local governance norms
For most foreign companies entering Nepal, private limited companies provide the optimal balance of control, compliance, and speed. Public companies make sense later, once scale and capital needs justify the burden.
For most foreign investors, yes. Private companies offer faster setup, lower compliance, and stronger ownership control.
Yes, subject to sectoral foreign investment rules and approvals.
Private companies typically register within two to four weeks after document submission.
Yes. Conversion is allowed once regulatory conditions are met.
Only if public fundraising or sector-specific laws require it.
Choosing between a private vs public company in Nepal is a strategic decision, not a formality. For foreign companies, starting private often delivers speed, flexibility, and control, with the option to scale later.