Company Share Registry in Nepal

A share registry is an absolute record-keeping system that details the company’s ownership in shares. It contains information about the shareholders, such as their names and addresses, number of shares held, and any transaction history. The registry is important for managing and checking on ownership, processing of dividends, and conducting shareholder communications.

In most jurisdictions, companies are required to maintain an accurate share register for purposes of compliance with the law and regulations. Share registers can be maintained in-house or outsourced to specialized registrar firms.

It facilitates corporate actions, such as stock splits, rights issues, and share transfers. It keeps the record of shareholders up to date and enables the company to maintain good relations with shareholders regarding voting rights and dividend payment.

Share registers are vital for transparency and the smooth functioning of financial markets.

What is Share Registry?

A share registry is a detailed record system that tracks the ownership of a company’s shares. It includes shareholder information, share transactions, and holdings.

The registry ensures accurate management of ownership, dividend payments, and corporate actions, and can be maintained internally or by external registrar firms.

Which authority grants Share Registry in Nepal?

In Nepal, the authority responsible for granting and overseeing share registry is:

1. Office of the Company Registrar:
   • Role: This office manages the registration of shares, maintenance of shareholder records, and related corporate documentation.
   • Process: Companies must file necessary documents with the Office of the Company Registrar to update or establish share registries

What is the process of obtaining Share Registry in Nepal? (In 4-5 Detailed Steps)

To obtain a share registry in Nepal, follow these steps:

1. Prepare Documentation: Gather necessary documents, including a completed application form for share registry, the company’s certificate of incorporation, and the Memorandum of Association (MoA). Prepare the shareholder details, including names, addresses, and shareholding percentages.
2. Appoint a Share Registrar: Appoint a qualified share registrar or a company secretary who will be responsible for maintaining and managing the share registry. Ensure they are registered with the relevant authorities if required.
3. Submit Application: Submit the application for share registry to the Office of the Company Registrar, along with the required documents, including the updated list of shareholders and any necessary resolutions from the Board of Directors.
4. Review and Approval: The Office of the Company Registrar will review the submitted documents to ensure they meet legal requirements. They may request additional information or documentation.
5. Receive Share Registry: Once approved, receive the share registry from the Office of the Company Registrar or the appointed registrar. Ensure all shareholder information is accurately recorded and maintained in compliance with legal requirements.

Company Location Change in Nepal

What are the Documents required for Share Registry in Nepal?

To establish or update a share registry in Nepal, you typically need to provide the following documents:

1. Application Form: A completed application form for share registry, available from the Department of Industry or the Office of the Company Registrar.
2. Company Registration Documents: Proof of business registration, including the company’s Memorandum of Association (MOA) and Articles of Association (AOA).
3. Board Resolution: A resolution from the company’s board of directors authorizing the appointment of a share registrar or the update of the share registry.
4. Shareholder Information: Details of current and past shareholders, including names, addresses, and the number of shares held.
5. Share Certificate Records: Copies of share certificates issued and details of any changes in shareholding.
6. PAN Certificate: A Permanent Account Number (PAN) certificate from the Inland Revenue Department for the company.
7. Identity Proof: Identification documents of the company’s directors or authorized representatives, such as citizenship certificates or passports.
8. Proof of Office Address: Documents proving the office address where the share registry will be maintained, such as a lease agreement or property ownership papers.
9. Fee Payment Receipt: Proof of payment for any applicable fees related to the share registry process.

What are the requirements for Share Registry in Nepal?

To establish a share registry in Nepal, one need to meet the following requirements:

1. Company Registration: Proof of registration of the company with the Office of the Company Registrar.
2. Shareholder Records: Detailed records of shareholders, including names, addresses, and number of shares held.
3. Share Certificates: Issuance of share certificates to shareholders, if applicable.
4. Registrar Appointment: Appointment of a qualified company secretary or share registrar to maintain the share registry.
5. Company Memorandum and Articles: Updated Memorandum and Articles of Association reflecting the company’s share structure.
6. Compliance with Regulations: Adherence to relevant regulations under the Companies Act and other applicable laws.
7. Record-Keeping System: Implementation of a reliable record-keeping system for tracking and managing share transactions.

What is the time taken for Share Registry in Nepal?

In Nepal, updating or establishing a share registry typically takes about 1 to 2 months.

This process involves updating the company’s shareholding records with the Office of the Company Registrar and ensuring compliance with legal requirements.

Read More:

• Tax Auditing in Nepal
• Commerce Registration in Nepal
• Inland Revenue Department

What is the cost for Share Registry in Nepal?

The cost for share registry services in Nepal typically includes:

1. Application Fee: Charged by the Company Registrar’s Office or relevant authority.
2. Service Fee: Costs associated with maintaining or updating the share registry, which can vary by service provider.
3. Document Processing: Fees for preparing and filing required documents.

What are the benefits of Share Registry in Nepal?

A share registry in Nepal provides several significant benefits for companies and shareholders:

1. Accurate Record-Keeping: Ensures precise tracking of shareholder information, including ownership details, transfers, and transactions.
2. Compliance: Helps companies comply with legal and regulatory requirements, including those set by the Securities Board of Nepal (SEBON) and other authorities.
3. Efficient Management: Streamlines the management of shares, making it easier to handle issues like dividend payments, share transfers, and shareholder communications.
4. Enhanced Transparency: Provides transparency in ownership and transaction records, which is crucial for audits and financial reporting.
5. Investor Confidence: Increases investor confidence by demonstrating a reliable and organized approach to managing share ownership and transactions.
6. Reduced Errors: Minimizes the risk of errors or discrepancies in share transactions and ownership records.
7. Improved Communication: Facilitates effective communication between the company and shareholders, including the distribution of notices, reports, and updates.
8. Dividend Distribution: Simplifies the process of distributing dividends to shareholders based on accurate ownership records.
9. Legal Protection: Offers legal protection to shareholders by maintaining a formal and recognized record of ownership and rights.
10. Strategic Planning: Assists in strategic planning and decision-making by providing up-to-date information on shareholding patterns and shareholder demographics.