Fee for Incorporating/ Registering a company in Nepal
The Government of Nepal has determined the rate of revenue for the purpose of the following sections on the basis of the Companies Act, 2063
1. For the purpose of company incorporation
a) Private limited company
1. Having authorized capital up to Rs.1,00,000/- Rupee. 1,000/-
2. Having an authorized capital of Rs. 1,00,001/- to Rs.5,00,000/- Rupee. 4,500/-
3. Having an authorized capital of Rs.5,00,001/- to Rs.25,00,000/- Rupee. 9,500/-
4. Having an authorized capital of Rs.25,00,001/- to Rs.1,00,00,000/- Rupee. 16,000/-
5. Having an authorized capital of Rs.1,00,00,001/- to Rs.2,00,00,000/- Rupee. 19,000/-
6. Having an authorized capital of Rs. 2,00,00,001/- to Rs.3,00,00,000/- Rupee. 22,000/-
7. Having an authorized capital of Rs. 3,00,00,001/- to Rs.4,00,00,000/- Rupee. 25,000/-
8. Having an authorized capital of Rs. 4,00,00,001/- to Rs.5,00,00,000/- Rupee. 28,000/-
9. Having an authorized capital of Rs. 5,00,00,001/- to Rs.6,00,00,000/- Rupee. 31,000/-
10. Having an authorized capital of Rs.6,00,00,001/-toRs.7,00,00,000/- Rupee. 34,000/-
11. Having an authorized capital of Rs.7,00,00,001/-to Rs.8,00,00,000/- Rupee. 37,000/-
12. Having an authorized capital of Rs. 8,00,00,001/- to Rs.9,00,00,000/- Rupee. 40,000/-
13.Having an authorized capital of Rs.9,00,00,001/- to Rs.10,00,00,000/- Rupee. 43,000/-
14. Having an authorized capital of above Rs.10,00,00,000/- A fee of Rs.30/-will be charged per 1 lakh
b) Public Limited Company
1. Having an authorized capital of Rs.1,00,00,000/- Rupee. 15,000/-
2. Having an authorized capital of Rs.1,00,00,001/- to Rs.10,00,00,000/- Rupee. 40,000/-
3. Having an authorized capital of Rs.10,00,00,001/- to Rs.20,00,00,000/- Rupee. 70,000/-
4. Having authorized capital of Rs.20,00,00,001/- to Rs.30,00,00,000/-Rupee. 100,000/-
5. Having an authorized capital of Rs.30,00,00,001/-to Rs.40,00,00,000/- Rupee. 130,000/-
6. Having an authorized capital of Rs.40,00,00,001/- to Rs.50,00,00,000/- Rupee. 160,000/-
7. Having an authorized capital above 50,00,00,000/- A fee of Rs.3000/- will be charged per Rs. 1 crore
C) In case of the registered company increases its capital
Given in case of the additional of capital to the previous capital, the amount paid earlier shall be deducted and the insufficient amount will have to be re-calculated, according to the new given rates.
D) Company Act, 2063 additional regulations:
1. According to the sub-sections (2) and (4) of the section 13, For a company to become a private limited from public limited or to become a public limited from private limited, 50% of the fee is charged for the new registration.
2. According to the sub-section (3) of section 21, the fee charged for changing the name of the company shall be 25 percent of the prevailing fee of the new registration or be less than or equal to Rs 5,000
3. According to the sub-section (6) of section 23 and sub-section (2) of section 25, the copy fee per page is Rs. 10.
4. According to the sub-section (3) of section 56, the fee is charged on the increase in share capital.
According to Section 56.1 (a) and -b) in the case of capital increase, the authorized capital will be maintained at the present from the amount that is due by deducting the registration fee paid in the past.
According to section 56.1 (b) if there is no change in the original capital or if there is a decrease and in the case of section 56.1 (c) the fee is Rs. 1,000.
5. According to the sub-section (1) of section 124, the fee for obtaining a copy of the inspector's report shall be Rs. 100.-
6. According to the clause (a) of sub-section (1) of section 136 and sub-section (1) of section 158, the fee charged on canceling the registration of a company shall be Rs. 10,00,000. In case of a company with a paid up capital then the charged fee is of Rs. 1,000 and for having paid up capital above then the charged fee is of Rs. 5,000.
7. According to the sub-section (2) of section 150, the fee that is charged for filing a complaint about being a non-participation in the general meeting by the shareholder is Rs. 500.
8. According to the sub-section (3) of section 153, the fee charged for the transfer of shares of a company with a single shareholder and the registration of the record and the rejection of the filing.
9. According to the sub-section (9) of section 154, the fee charged for a copy of the registration certificate of a foreign company is Rs. 50.-
2. Duties for the purposes of the sub-sections (2) and (3) of section 154
1. In case of a proposed investment upto Rs.100,00,000.-Rupee. 15,000.
2. In case of a proposed investment from Rs.1,00,00,001.- to Rs.10,00,00,000.- Rupee. 40,000.
3. In case of a proposed investment from Rs.10,00,00,001.- to Rs.20,00,00,000.- Rupee. 70,000.
4. In case of a proposed investment from Rs.20,00,00,001.- to Rs.30,00,00,000.- Rupee. 1,00,000.
5. In case of a proposed investment from Rs.30,00,00,001.- to Rs.40,00,00,000.- Rupee. 1,30,000.
6. In case of a proposed investment from Rs.40,00,00,001.- to Rs.50,00,00,000.- Rupee. 1,60,000.
7. For each proposed investment above Rs.50,00,00,000.- per one crore Rs. 3,000. will be charged additionally.
8. If the investment is not opened, a huge sum of Rs. 1,00,000.- will be charged.
b) A lump sum of Rs. 50,000. will be charged to the foreign company for the registration of a contact office.
3. According to the sub-section (2) of section 166 A huge sum of the Rs. 15,000 will be charged to the company established without having the distribution of the profits.
10. According to the Companies Act, 2063 the Government of Nepal has set an interest rate of 10% per annum for the purposes of sub-section (3) of section 28 of the and sub-section (3) of section 182.
E.) If the details are not sent in accordance with the Companies Act, 2063 the amended Penalty rules will apply (Section 81):
Under this act, any details of information or message that the company has to provide to the office or to the officers or to the shareholders and If there is a deadline set in the Act, the relevant company shall provide the manager or such details or information to the office or company within the given deadline.
The directors of the companies or their officers who do not provide the details, information or answers as per section 51, 78, 120, 131 or 156 within the time limit as per sub-section (1) will be fined by the registrar.
(a) For up to three months after payment, one thousand rupees in case of company with paid up capital up to twenty-five thousand rupees, two thousand rupees in case of company with paid up capital up to one crore rupees and five thousand rupees in case of company with paid up capital above that.
(b) As per clause (a)For an additional period of three months from the date of payment, fifteen hundred rupees if the company has a paid-up capital of up to twenty-five lakh rupees, three thousand rupees in case of a company with a paid-up capital of up to one crore rupees, Seven thousand rupees in the case of a company with a paid-up capital of up to one crore rupees or more.
(c) As per Clause (b)after payment of the term, for an additional six months, two thousand five hundred rupees if the company has a paid-up capital of up to twenty-five lakh rupees, five thousand rupees if the company has a paid-up capital of up to one crore rupees, and Ten thousand rupees if the company has more than that.
(d) As per clause(c) In case of a company with a paid-up capital of up to twenty-five lakh rupees, five thousand rupees for every year, for a company with a paid-up capital of up to one crore rupees, for every year with a paid-up capital of ten thousand rupees and Twenty thousand rupees for every year if the company has more than that.
As per sub-section (1), In the case of a company that does not provide such details, or information within the time limit, the company that does not distribute profits, then the director or officer of such company shall be fined the same as a company with a paid-up capital of up to one crore rupees.
The director of the company or its officers or shareholders who do not provide other details or information to be sent to the office within the expiry of the deadline in accordance with this Act shall be fined at the rate of two hundred rupees for each month.
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