Capital Increase / Decrease in Nepal — OCR Filing
A registered company in Nepal can increase or decrease its authorized and paid-up share capital by following the prescribed legal process under the Companies Act 2063 BS. This requires a special resolution, AGM or EGM, and filing at OCR.
Authorized Capital vs Paid-Up Capital
Authorized Capital: The maximum capital that the company is legally permitted to issue as shares, as stated in the MOA. This can be increased by special resolution and OCR filing.
Paid-Up Capital: The actual amount of capital that shareholders have paid into the company. Cannot exceed authorized capital. Increasing paid-up capital requires issuing new shares or calling up unpaid shares.
Step-by-Step Process
- 1
Board meeting to propose capital change
The board of directors passes a resolution proposing to increase or decrease capital, and calls a general meeting to pass a Special Resolution.
- 2
AGM / EGM and Special Resolution
The special resolution to change capital must be passed at an Annual or Extraordinary General Meeting, with proper notice to all shareholders.
- 3
MOA amendment
The Memorandum of Association must be amended to reflect the new authorized capital figure. Chartered Corporate drafts the amended MOA.
- 4
OCR filing
File the Special Resolution, amended MOA, meeting minutes, and prescribed forms at OCR within 30 days. Pay the applicable government fee.
- 5
Updated certificate
OCR issues an updated certificate reflecting the new authorized capital of the company.
OCR Government Fees for Capital Increase
Fee is based on the increase in authorized capital
| Item | Fee |
|---|---|
Up to NPR 1 lakh increase | NPR 1,000 |
NPR 1 lakh to NPR 5 lakh increase | NPR 4,500 |
NPR 5 lakh to NPR 25 lakh increase | NPR 12,500 |
NPR 25 lakh to NPR 1 crore increase | NPR 30,000 |
Above NPR 1 crore increase Maximum NPR 2,50,000 | NPR 1,000 per lakh |
Capital Reduction Requires Court Approval
Unlike capital increase, reducing a company's capital is subject to stricter regulations and typically requires court approval or a court-supervised process to protect creditors. This is more complex and time-consuming. Contact Chartered Corporate for a detailed assessment before proceeding.Need help with this process? Chartered Corporate Business Consulting handles it all for you — from start to finish.