Appointment of a Company Secretary in Nepal (2026)

A. Background:

The Companies Act, 2063 (2006) (the “Act”) provides for the mandatory appointment of a Company Secretary. However, in practice, the Office of the Company Registrar (“OCR”) did not strictly enforce this requirement. Beginning in Fiscal Year 2083/84, the OCR has started treating the appointment of a Company Secretary as a mandatory compliance obligation.

Appointment of a Company Secretary in Nepal

B. Which company must appoint a Company Secretary?

Pursuant to the Act, the following entities must appoint a Company Secretary:

  1. Every public company.
  2. Every private company with paid-up capital exceeding NPR 10 million (one crore rupees).

A non-profit distributing company may appoint a Company Secretary at its discretion, though it is not obligated to do so.

C. What are the qualifications of a Company Secretary?

A Nepalese citizen is eligible for appointment as Company Secretary if he or she meets either of the following criteria:

  1. Holds a professional certificate in Company Secretaryship from a domestic or foreign institution recognized under prevailing law, along with at least two years of relevant experience; or
  2. Holds at least a Bachelor’s degree in Law, Management, Commerce, or Economics, along with at least three years of experience in a relevant field or in company management.

D. Who is disqualified from appointment as a Company Secretary?

  1. A director of the company may not also serve as its Company Secretary.
  2. A person may not serve as Company Secretary of more than one company at the same time, except that the Company Secretary of a holding company may also serve as Company Secretary of its subsidiary.

E. What happens if the position of the Company Secretary becomes vacant?

If the position of the Company Secretary is vacant, or if the incumbent is unable or fails to perform any duty required under the Memorandum of Association, Articles of Association, the Companies Act, or prevailing law, the Board of Directors may designate a qualified employee of the company to perform that duty in the capacity of Company Secretary.

F. What documentation is required for the appointment of a Company Secretary?

  1. Copy of the Nepalese citizenship certificate;
  2. Board of Directors’ resolutions approving the appointment;
  3. Copy of the professional certificate in Company Secretaryship together with an experience letter evidencing at least two years of relevant experience;
  4. Copies of academic certificates evidencing the required educational qualification;
  5. Details of the Company Secretary; and
  6. Company Secretary Registry.

G. Which corporate authority is responsible for appointing a Company Secretary?

The Board of Directors is responsible for appointing a Company Secretary and must select a person who meets the qualifications prescribed under the Companies Act.

H. What are the responsibilities of the Company Secretary?

  1. Implement or cause to be implemented the decisions of the Board of Directors and the General Meeting.
  2. Ensure compliance with directions issued by the Office of the Company Registrar and other competent authorities.
  3. Submit statutory returns, documents, and other filings required under the Companies Act and prevailing law within the prescribed time.
  4. Convene meetings of the Board of Directors and General Meetings, prepare agendas, and issue the required notices
  5. Maintain and authenticate the company’s records, resolutions, and statutory registers.
  6. Administer matters relating to shares and debentures, including allotment, transfer, transmission, pledge, and mortgage.
  7. Facilitate communication among the company, its shareholders, debenture holders, the Board of Directors, and competent authorities.
  8. Perform other functions as prescribed under the Companies Act, the Memorandum of Association, the Articles of Association, and prevailing law.

I. When must the appointment of a Company Secretary be filed with the OCR?

The company is required to file the details of the appointment of the Company Secretary to the OCR within 15 days of the appointment.

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