When foreign companies evaluate private vs public company in Nepal, the decision goes far beyond ownership structure. It directly impacts compliance exposure, fundraising ability, disclosure obligations, and long-term scalability. At the center of this decision sits the Office of Company Registrar (OCR)—Nepal’s primary corporate authority.
Over the past two decades, the OCR has evolved from a paper-based registry into a governance-focused regulator aligned with international transparency norms. For foreign investors, understanding how the OCR interprets private and public companies is critical to entering Nepal smoothly and compliantly.
This guide delivers a practical, investor-focused comparison designed to help you choose the right structure from day one.
The OCR operates under the Companies Act 2006, administering incorporation, governance oversight, and statutory compliance for all Nepalese companies.
Company incorporation and name approval
Registration of Memorandum and Articles of Association
Maintenance of shareholder and director records
Monitoring statutory filings and disclosures
Enforcement actions for non-compliance
For foreign companies, OCR is the first and most persistent regulatory touchpoint.
Nepal recognizes two primary limited liability corporate forms relevant to foreign investors.
A private limited company is the most common structure for foreign direct investment and offshore-backed operations.
Key features
Shareholders: 1 to 101
Share transfer: Restricted
Public capital raising: Not permitted
Disclosure: Limited and controlled
This structure is favored for subsidiaries, back offices, captive service centers, and market-entry vehicles.
A public limited company is designed for large-scale operations and capital market participation.
Key features
Shareholders: Minimum 7, no maximum
Share transfer: Freely transferable
Public capital raising: Permitted
Disclosure: High and continuous
Public companies face deeper regulatory scrutiny from OCR and capital market regulators.
Private companies allow founders and parent entities to retain tight control. Public companies dilute control to enable wider capital participation.
OCR compliance expectations differ materially between the two.
Private companies follow baseline governance.
Public companies must adopt enhanced governance, audits, and disclosures.
Private structures suit long-term operational control. Public companies enable IPOs, secondary offerings, and institutional exits.
| Criteria | Private Company | Public Company |
|---|---|---|
| Shareholders | 1–101 | 7+ (Unlimited) |
| Capital Raising | Private only | Public & private |
| Share Transfer | Restricted | Freely transferable |
| OCR Scrutiny Level | Moderate | High |
| Audit Complexity | Standard | Enhanced |
| Best For | Foreign subsidiaries, BPOs | Large-scale ventures |
Insight: Over 90 percent of foreign-backed entities registered with OCR choose the private company route due to control and compliance efficiency.
The OCR has shifted from passive record-keeping to active compliance monitoring. This aligns Nepal with global anti–shell company and transparency standards.
OCR has introduced online filing, digital name checks, and electronic document submissions. This has reduced incorporation timelines to as little as 2–3 weeks for well-prepared applicants.
OCR now coordinates closely with the Department of Industry and Nepal Rastra Bank, ensuring foreign ownership data, capital inflows, and repatriation rules are consistent across regulators.
Foreign companies are typically governed by three interlinked regimes.
Companies Act 2006
Company Directives issued by OCR
Foreign Investment and Technology Transfer Act 2019
NRB Foreign Exchange Directives
Private companies experience smoother coordination across these frameworks than public companies.
A private company is ideal if you plan to:
Establish a Nepal subsidiary or branch-equivalent
Operate a cost center or captive service unit
Retain full parent-level ownership
Avoid public disclosure of financials
Scale gradually with regulatory certainty
This structure minimizes OCR friction during early and mid-stage operations.
A public company becomes relevant if you:
Require large-scale local capital
Plan a Nepal IPO or listing
Operate in infrastructure, energy, or finance
Intend broad local ownership participation
For most foreign service companies, this is a later-stage consideration.
OCR expects companies to demonstrate:
Active board oversight
Proper maintenance of statutory registers
Annual general meetings as mandated
Timely audited financial submissions
Public companies must additionally comply with continuous disclosure norms.
Both private and public companies face:
Corporate income tax at prevailing rates
VAT obligations where applicable
Withholding tax compliance
However, public companies face greater audit depth and public disclosure requirements, increasing compliance cost.
Choosing a public structure too early
Underestimating OCR filing discipline
Misaligning shareholder agreements with Articles
Delaying statutory updates after share transfers
These mistakes often trigger OCR queries and operational delays.
For most foreign investors, the private limited company offers the optimal balance of control, compliance efficiency, and scalability. Nepal’s OCR has consciously designed its regulatory framework to support this structure for foreign-backed enterprises.
Public companies remain powerful but should be pursued strategically and deliberately.
Choosing between a private vs public company in Nepal is not just a legal decision. It is a strategic commitment shaped by the evolving role of the Office of Company Registrar. For foreign companies entering Nepal, starting private and scaling deliberately remains the most efficient and compliant pathway.
A well-structured private company, aligned with OCR expectations from day one, creates a strong foundation for long-term success.
For most foreign investors, yes. Private companies offer lower compliance burden and stronger control.
Yes, subject to sector approval and FDI compliance under FITTA 2019.
OCR applies the same law, but foreign companies face additional capital and reporting checks.
Yes. Conversion is permitted with OCR approval and additional compliance.
Typically 2–3 weeks if documents are complete and compliant.