Fees, Fines and Penalties under Nepalese Companies Act, 2063, Amended 2074

We normally get a lot of question in different forums on what is the registration fee of Company in Nepal and what are the various penalties imposed for non-compliance. Here's what we have compiled for you. Please get back to us on comments if you have any additional query.

1.        Fees during company registration

a.       Private Limited Company

S.N	Authorized Capital	Fee (In NRs.)
1	Up to Rs. 100,000	1,000
2	From 100,001 to 500,000	4,500
3	From 500,001 to 25,00,000	9,500
4	From 25,00,001 to 1,00,00,000	16,000
5	From 1,00,00,001 to 2,00,00,000	19,000
6	From 2,00,00,001 to 3,00,00,000	22,000
7	From 3,00,00,001 to 4,00,00,000	25,000
8	From 4,00,00,001 to 5,00,00,000	28,000
9	From 5,00,00,001 to 6,00,00,000	31,000
10	From 6,00,00,001 to 7,00,00,000	34,000
11	From 7,00,00,001 to 8,00,00,000	37,000
12	From 8,00,00,001 to 9,00,00,000	40,000
13	From 9,00,00,001 to 10,00,00,000	43,000
14	Above 10,00,00,000	Rs. 30 for every 100,000

b.       Public Limited Company

S.N	Authorized Capital	Fee (In NRs.)
1	Up to Rs. 1,00,00,000	15,000
2	From 1,00,00,001 to 10,00,00,000	40,000
3	From 10,00,00,001 to 20,00,00,000	70,000
4	From 20,00,00,001 to 30,00,00,000	100,000
5	From 30,00,00,001 to 40,00,00,000	130,000
6	From 40,00,00,001 to 50,00,00,000	160,000
7	Above 50,00,00,000	Rs. 3,000 for every 1,00,00,000

c.       Foreign Company

S.N	Proposed Investment Amount	Fee (In NRs.)
1	Up to Rs. 1,00,00,000	15,000
2	From 1,00,00,001 to 10,00,00,000	40,000
3	From 10,00,00,001 to 20,00,00,000	70,000
4	From 20,00,00,001 to 30,00,00,000	100,000
5	From 30,00,00,001 to 40,00,00,000	130,000
6	From 40,00,00,001 to 50,00,00,000	160,000
7	Above 50,00,00,000	Rs. 3,000 for every 1,00,00,000

d.       Profit not distributing Company

S.N	Authorized Capital	Fee (In NRs.)
1	Irrespective of the Capital amount	15,000

2.       Fee for Increase in Share Capital

Difference between increased Authorized Share Capital fee and existing authorized share capital fee. For instance: If the Pvt. Ltd company was registered with Rs.100,000 authorized share capital paying fee for NRs. 1,000 then, when company increases its capital to Rs. 500,00 it has to pay NRs. 3500 (i.e. 4,500 – 1,000)

3.       Registration of Foreign Company’s Liaison or Branch Office: NRs. 50,000

4.       Other Clauses:

S.N	Authorized Capital	Applicable Fee
1	For conversion from Pvt. Ltd. to Public Ltd. company and vice-versa per Sec. 13(2) and (4)	50% of new company registration fee
2	For change in company registration name per Sec. 21(3)	25% of new company registration fee or NRs. 5000, whichever is higher
3	For issue of duplicate documents per 23(6) and 25(2)	NRs. 10 per page
4	For increase in share capital per Sec 56(2)	·         Difference between increased Authorized Share Capital fee and existing authorized share capital fee per Sec. 56(1)(a) & (b) ·         NRs. 1,000 if there is no change in share capital per Sec 56(1)(b) and Sec. 56(1)(c)
5	For copy of the inspection report per Sec. 124(1)	NRs. 100
6	Company Deregistration per Sec. 136(1)(a) and Sec. 158(1)	Paid Up Capital up to NRs. 10,00,000 – NRs. 1,000 and anything above NRs. 10,00,000 - NRs. 5,000
7	For filing complaint against non-attendance of the shareholders in Annual general meeting per Sec. 150(2)	NRs. 500
8	For copy of the Foreign Company Registration record per Sec. 154(9)	NRs. 50 per page

5.       Fine to be imposed per Sec. 81 in case of failure to submit returns as prescribed in Sec. 51 (Inventory of Shares, debentures or loans), Sec. 78 (Reports to be submitted annually certified by auditor and BOD), Sec. 120 (When Company fails to explain within time limit explanation seek by Registrar office on the various documents submitted), Sec.131 (Liquidation report) and 156 (books of accounts and audit report):

a.       Private Limited, Public Limited and Foreign Company

S.N	Particulars	Applicable Fine For Paid Up Capital
		Up to 25,00,000	Up to 1,00,00,000	Above 1,00,00,000
1	Up to 3 months of expiry of time limit	NRs. 1,000	NRs. 2,000	NRs. 5,000
2	Up to 6 months of expiry of time limit	NRs. 1,500	NRs. 3,000	NRs. 7,000
3	Upto 1 year of expiry of time limit	NRs. 2,500	NRs. 5,000	NRs. 10,000
4	After expiry of 1 year of time limit, fine for each year	NRs. 5,000	NRs. 10,000	NRs. 20,000

b.       For Profit not distributing Company

S.N	Particulars	Applicable Fine For Paid Up Capital
1	Up to 3 months of expiry of time limit	NRs. 2,000
2	Up to 6 months of expiry of time limit	NRs. 3,000
3	Up to 1 year of expiry of time limit	NRs. 5,000
4	After expiry of 1 year of time limit, fine for each year	NRs. 10,000

c.       Additional fine for Director, officer or Shareholder of company in default as above: NRs. 200 for every month after expiry of a month of time limit. 

6.       Interest rate for failure to allot shares per Sec. 28(3) and failure to distribute divided per Sec 182(3): 10% per annum