Published August 15, 2026.
If you've already settled on Public Limited as your structure — because you're building toward public capital raising, or you're starting with a wide, uncapped shareholder base from day one — here's the direct path from decision to certificate: line up a minimum of 7 shareholders, reserve your name through CAMIS, draft an MOA and AOA built for a public shareholding structure, gather documents from every shareholder and director, submit through CAMIS, pay the tiered OCR fee (which sits meaningfully above the Private Limited range given the higher capital involved), get through OCR's examination, and then register for PAN and VAT before you're operational. This guide walks through each step in order, with the documents, costs, and mistakes specific to a Public Limited filing. If you haven't finalized the structure decision yet, our Private Limited vs Public Limited comparison covers that choice in depth — this guide assumes you've already made the call. If Private Limited turns out to be the better fit for your plans, our Private Limited step-by-step guide walks through that process instead.
What's in this guide
- Before you start: what to have decided
- Step 1: Line up your minimum of 7 shareholders
- Step 2: Reserve your company name
- Step 3: Draft the MOA and AOA for a public structure
- Step 4: Gather documents from every shareholder and director
- Step 5: Submit through CAMIS
- Step 6: Pay the registration fee
- Step 7: OCR examination and certificate of incorporation
- Step 8: Register for PAN and VAT, and prepare for ongoing disclosure
- Full document checklist
- Realistic timeline
- What it actually costs
- Common mistakes at each step
- Frequently asked questions
Before you start: what to have decided
A Public Limited company in Nepal needs a minimum of 7 shareholders with no upper cap, can offer shares to the public, and is registered under the Companies Act 2063 (2006) through the Office of the Company Registrar (OCR). It also carries substantially higher minimum capital and additional disclosure and financial review obligations than a Private Limited company. This structure makes sense when you're building toward public fundraising or a large, uncapped shareholder base from the outset — not as a default choice made for its own sake. If you're still weighing it against Private Limited, read our comparison guide first; switching structures after you've started drafting means redoing your MOA and AOA rather than a quick edit.
Before you open CAMIS, you should already have: at least 7 confirmed shareholders (with realistic buffer in case one drops out during document collection), your final company name and two or three backups, your authorized capital figure (commonly cited well above NPR 1 crore for a company built to operate at full Public Limited scale), your registered office address, and a clear statement of business objectives that anticipates a public shareholding structure. Having all of this settled before you start is what keeps a Public Limited filing — which already has more moving parts than a Private Limited one — from stalling early.
Step 1: Line up your minimum of 7 shareholders
This is the step that has no Private Limited equivalent, and it's worth treating as its own milestone rather than folding it into general planning. A Public Limited company needs at least 7 shareholders, with no upper limit — compared to a Private Limited company's range of 1 to 101. Confirming 7 genuine, committed shareholders before you start drafting founding documents avoids a scenario where you're partway through MOA drafting and a shareholder backs out, forcing a rewrite. Because every one of these shareholders will need to provide full documentation later in the process, it's worth having early, direct conversations about what's actually expected of them — not just verbal interest — before you count them as confirmed.
Step 2: Reserve your company name
Name reservation works the same way for Public Limited as it does for any other structure: submit your proposed name — in English and Nepali — with two or three backup options through CAMIS, and OCR checks it against the existing registry. An approved name is typically reserved for a limited window, so it's worth having your MOA/AOA drafting largely ready to follow immediately once the name clears. Letting a reservation lapse while you're still drafting costs you the name and adds delay right at the start — a cost that stings more on a Public Limited filing, where the drafting stage that follows is already more involved than a Private Limited one.
Step 3: Draft the MOA and AOA for a public structure
The Memorandum of Association (MOA) and Articles of Association (AOA) define your company's objectives, capital structure, and governance rules — but for a Public Limited company, they need to account for a wider, less closely-held shareholder base and the possibility of future public share offers, rather than the closely-held, transfer-restricted structure a Private Limited company's AOA describes. This is meaningfully more involved drafting than a Private Limited filing, since the governance provisions need to work for a shareholder base that founders may not personally know in full. A generic template is an even worse starting point here than for a Private Limited filing — the structural differences are significant enough that copying language meant for a closely-held company creates internal inconsistencies OCR examination is likely to flag. Both documents need to be signed before upload; an unsigned MOA or AOA is treated as an incomplete submission.
Step 4: Gather documents from every shareholder and director
Every shareholder and director needs a citizenship certificate or passport, a passport-size photo, and a National ID number — the same document types as a Private Limited filing, but collected from at least 7 people rather than potentially just one. This is where a Public Limited filing's practical difficulty really shows up: coordinating complete, accurate documentation from 7 or more separate individuals, each of whom needs to provide the same set of documents correctly, takes real project management. Cross-check every name and ID number against original documents before submission — a single mismatch anywhere in a larger shareholder set is still enough to trigger a query, and with more shareholders, there are simply more chances for one to slip through uncaught.
Step 5: Submit through CAMIS
With your name approved, your MOA and AOA drafted for a public structure, and documentation from all shareholders and directors ready, the full application goes in as one package through CAMIS. The most common rejection trigger — a company name that doesn't match exactly across the application form, MOA, and AOA — applies here just as it does for Private Limited filings, but a Public Limited submission has more documents in total to cross-check before you hit submit. Our full CAMIS walkthrough covers what each stage of the portal looks like if you want the general process in more depth.
Step 6: Pay the registration fee
OCR calculates registration fees on a tiered scale tied to authorized capital, and because Public Limited companies carry a substantially larger capital base by design — commonly cited well above NPR 1 crore for a company built to operate at full scale, against roughly NPR 1 lakh for a typical Private Limited filing — the registration fee sits meaningfully higher than the Private Limited range at every capital tier. On top of the larger capital-driven fee, additional required disclosures at incorporation add their own cost. Get a specific quote for your exact capital level before you budget rather than assuming the Private Limited figures apply — they don't scale linearly, and treating them as a rough guide can leave your budget short. Our fee breakdown covers how OCR's tiered calculation works in more detail.
Step 7: OCR examination and certificate of incorporation
OCR reviews your submission for consistency, completeness, and compliance with the Companies Act — the same review standard as any other filing, but applied to a larger, more document-heavy application. Private Limited filings commonly cite 5 to 15 working days for this stage on a clean filing; a Public Limited filing, with more shareholders' documents to verify and more extensive founding documents to review, realistically takes longer than that benchmark. If OCR raises a query on any shareholder's documentation or on the MOA/AOA itself, you'll need to correct and resubmit, which extends this stage further. Once approved, your certificate of incorporation is issued through the portal, and your company legally exists as a distinct entity with the ability to raise capital from the public.
Step 8: Register for PAN and VAT, and prepare for ongoing disclosure
PAN registration is mandatory immediately after your certificate arrives, handled by the Inland Revenue Department rather than OCR. VAT registration follows once turnover crosses the applicable threshold — NPR 50 lakh for goods businesses, NPR 30 lakh for services — or immediately for certain specified sectors. Beyond that standard baseline, a Public Limited company should also be setting up for the additional disclosure and financial review obligations that come with the structure from day one, rather than treating them as a future problem — these recur every year, not just at incorporation, and they're a genuine part of the cost of being able to raise capital from the public. Our compliance services, accounting services, and business advisory teams work with Public Limited companies specifically on building that ongoing disclosure and reporting cycle correctly from the start.
Full document checklist
The document types are the same as a Private Limited filing, but scaled to your full shareholder base. Have all of this ready, from every shareholder and director, before you open CAMIS:
- Citizenship certificate or passport for every shareholder and director (a minimum of 7 shareholders)
- Passport-size photos of all shareholders and directors
- Proposed company name, in English and Nepali, with two or three backup options
- Registered office address details
- Proposed business objectives and share structure, drafted for a public shareholding base
- National ID numbers for every shareholder and director
- Signed MOA and AOA matching your exact company name, with governance provisions built for a wider shareholder base
- Foreign investment approval and local representative authorization, if any shareholding is foreign
See our documents required guide for a full breakdown of each item, including the specific format requirements OCR expects for scanned uploads.
Realistic timeline
Every stage of a Public Limited filing takes at least as long as its Private Limited equivalent, and most take longer. Lining up 7 committed shareholders is itself a step with no Private Limited parallel, and its timing depends entirely on how far along your shareholder conversations already are before you start the formal process. MOA/AOA drafting is more involved given the governance provisions a public structure requires. OCR's examination stage — cited at 5 to 15 working days for a clean Private Limited filing — realistically extends further for a Public Limited application given the larger document set under review. PAN registration afterward is a comparatively routine, separate filing with the Inland Revenue Department. The practical takeaway: budget meaningfully more calendar time for a Public Limited filing than you would for Private Limited, and don't assume the Private Limited timeline benchmarks apply directly to your case.
What it actually costs
Because OCR's fee scales with authorized capital, and Public Limited companies carry substantially higher capital by design, registration costs sit meaningfully above the Private Limited NPR 15,000-25,000 range at every capital tier — both from the larger capital-driven fee itself and from additional disclosure filings required at incorporation. Get an itemized quote specific to your planned capital level rather than budgeting off Private Limited figures. Beyond the OCR-side cost, plan for PAN registration, Ward-level registration, and — specific to Public Limited status — the ongoing cost of the additional disclosure and financial review obligations that recur every year afterward, not just at incorporation. A rejected filing carries the same redo risk as any other: if it stems from a document error, you may need to redo notarization or stamp duty on the corrected paperwork, which is a larger absolute cost to redo given the bigger fee base a Public Limited filing starts from.
Common mistakes at each step
- Treating "7 shareholders" as a box to check at Step 1 rather than 7 genuinely committed people — a shareholder backing out mid-drafting forces a rewrite of documents already in progress.
- Letting the name reservation from Step 2 lapse while still drafting a more involved MOA/AOA — the reservation window doesn't extend just because Public Limited drafting takes longer.
- Adapting a Private Limited MOA/AOA template at Step 3 instead of drafting one built for a public shareholding structure from the start — the governance provisions genuinely differ, not just the numbers.
- Collecting incomplete documentation from one or more shareholders at Step 4 — with 7 or more people involved, the odds that at least one document is missing or mistyped rise with every additional shareholder.
- Assuming Private Limited cost or timeline benchmarks apply at Steps 6 and 7 — both sit meaningfully higher and longer for Public Limited, and budgeting off the wrong figures leaves you short on both money and time.
- Underestimating the ongoing disclosure obligations from Step 8 as a future problem rather than something to build into operations from day one — they recur every year, not just at incorporation.
Our full mistakes guide covers the checklist-level errors common to any OCR filing in more depth, including what a rejection actually costs.
Frequently asked questions
How many shareholders does a Public Limited company need in Nepal?
A minimum of 7, with no upper cap. This is one of the clearest differences from a Private Limited company, which caps out at 101 shareholders and can register with as few as 1.
How much capital do I need to register a Public Limited company?
Public Limited companies are commonly cited as needing capital well above NPR 1 crore to operate at the scale the structure is designed for and to meaningfully support a public share offering, against roughly NPR 1 lakh for a typical Private Limited filing. Confirm the exact current figure for your specific case before you file, since capital thresholds can shift with the annual Finance Act.
How much does it cost to register a Public Limited company?
OCR fees scale with authorized capital, and because Public Limited companies carry a substantially larger capital base plus additional disclosure requirements, registration costs sit meaningfully higher than the Private Limited range at every capital tier. Get a specific quote for your capital level before budgeting.
How long does Public Limited registration take compared to Private Limited?
Private Limited filings commonly cite 5 to 15 working days for OCR's examination stage on a clean filing. A Public Limited filing, with a minimum of 7 shareholders' documents to verify and more extensive founding documents, realistically takes longer than that benchmark.
Can a Public Limited company sell shares to anyone?
Yes — the ability to offer shares to the public is the defining feature of the structure, unlike a Private Limited company, where share transfer is restricted and shares can't be offered publicly.
What ongoing obligations come with Public Limited status after registration?
The standard baseline applies to both structures — PAN registration, VAT if applicable, Ward-level registration, annual tax filing, and an annual financial review by a licensed accounting professional. Public Limited companies carry additional disclosure and review obligations on top of that baseline, reflecting their ability to raise capital from the public.
Should I register Private Limited first and convert to Public Limited later?
Conversion is possible but involves its own filing process, updated MOA/AOA, and a compliance transition — it's not a quick relabeling. If you already know you're building toward public capital raising or a large, uncapped shareholder base from the outset, registering directly as Public Limited is usually more efficient than registering Private Limited and converting shortly after.
Bottom line
Registering a Public Limited company in Nepal follows the same core OCR process as a Private Limited filing — name reservation, MOA/AOA, document submission, examination, certificate — but with more shareholders to coordinate, more involved founding documents, a meaningfully higher fee, and a longer realistic timeline at nearly every step. Confirm your 7-plus shareholders are genuinely committed before you start drafting, budget for the higher capital and cost tier rather than Private Limited benchmarks, and plan for the additional disclosure obligations from day one rather than after your certificate arrives. If you'd rather have the full process — from shareholder documentation through PAN, VAT, and ongoing disclosure setup — handled for you, our company registration team can walk through what a Public Limited filing specifically requires for your plans and quote a clear, itemized cost before you commit.
