Prepared by

Newal Chaudhary
Email: nc2067@gmail.com
Ph.D. Scholar T.U.
LL.M. (Commercial Law & Environmental Law),
M.A. ( Political Science),
M.A.( Maithili)

Assistant Professor of Law

Nepal Law Campus
 Certification of Incorporation Or
Certification of Company
Major Points
 Certificate of incorporation of a company is a
conclusive evidence .
 After Incorporation the company has come into
being with right and obligation of a legal person,
competent to enter into contracts.
 Issue a certificate of Incorporation which gives the
company a legal existence from the date given on
it.
 Nepalese Companies Act 2063
Section 4

Section 5 and

Section 6
 Section-4 Application to be made
for incorporation of company
Section 4: Application to be made for
incorporation of company : (1) Any person
desirous of incorporating a company pursuant
to Section 3 shall make an application to the
Office, in such format and accompanied by such
fees as prescribed, and along with the following
documents, as well:
(a) The memorandum of association of the
proposed company,
(b) The articles of association of the
proposed company,
(c)In the case of a public company, a copy of
the agreement, if any, entered into between
the promoters prior to the incorporation of
the company,
(d) In the case of a private company, a
copy of the consensus agreement, if
any, entered into ,
(e) Where prior approval or license
has to be obtained from anybody
under the prevailing law prior to the
registration of a company carrying on
any particular type of business or
transaction pursuant to the
prevailing law, such approval or
license,
(f) Where the promoter is a Nepalese citizen, a certified
copy of the citizenship certificate and where a
corporate body is a promoter, a certificate of
registration of incorporation, decision of the Board
of directors, regulating The incorporation of the
company and major documents regarding
incorporation.
(g) Where the promoter is a foreign person or company
or body, permission obtained under the prevailing
law to make investment or carry on business or
transaction in Nepal,
(h) Where the promoters is a foreign person, a
document proving the country of his citizenship,
(i) Where the promoter is a foreign company or body,
a certified copy of the incorporation of such
company or body and major documents relating to
such incorporation.
(2) Notwithstanding anything contained in Sub-
section(1), if the promoter agrees to accept the
articles of association in the format prescribed for
the incorporation of a company with a single
promoter of single shareholder, it shall not be
required to submit the articles of association of the
proposed company.
 Section -5 Registration of company :
Section 5(1) Where an application is made for the incorporation of a
company pursuant to Section 4, the Office shall, after making
necessary inquiries, register such company taking prescribe fee
within 7 days after the date of making of the application and
grant the company registration certificate to the applicant, in
the format as prescribed.
Incase, Can't Incorporation of a company within
time limit, The office can inform to proposed company with
reason within in three days
Section 1(a) File the Documents through online submission
(2) After a company has been registered pursuant to Sub-section (1),
the company shall be deemed incorporated.
(3) The office shall maintain a company register in the format as
prescribed, for purpose of Sub-section (1).
(4) After the incorporation of a company under this
Section, subject to this Act, the matters contained
in the memorandum of association and the articles
of association shall be binding on the company
and its shareholders as if these where the
provisions contained in separate agreements
between the company and every shareholder and
amongst its shareholders.
(5) Without registering a company under this Act,
no person shall use the name company and carry
on any kind of transaction by the name of any firm
or institution.
Section 6. Power to refuse to register company :
(1) The Office may refuse to register a company in any of the
following circumstances:
(a) If the name of the proposed company in identical with
the name or Trade by which a company in existence has
been previously registered or so resembles the name or
trade of that company as it might cause misleading,
(b) If the name or objective of the proposed company is
contrary to the prevailing law or appears to be improper or
undesirable in view of public interest, morality, decency,
etiquette etc. or reflects criminal motive ,
(c) If the name of the proposed company is identical
with the name of a company of which registration
has been cancelled pursuant to this Act or that of a
company which has been insolvent under the
prevailing law or so resembles such name as it
might cause misleading and a period of five years
shall not expired after such cancellation of
registration or insolvency,
(d) If the requirements for the incorporation of a
company under this Act are not fulfilled.
(2) If the office refuses to register company in any of
the circumstances as referred to in Sub-section (1)
it shall give a notice there of, accompanied by the
reasons therefore, to the applicant no later than 15
days after the date of application made for the
incorporation of company pursuant to Section 4.
(3) If the office refuses to register any company
pursuant to Sub- section (1) or fails to give a notice
pursuant to Sub-section (2), a person who is not
satisfied may file a complaint in the court within
fifteen days.