A company secretary in Nepal is a senior officer of a company who is responsible for ensuring that a company complies with all applicable legal, regulatory, and administrative requirements. The position of a company secretary in Nepal is recognized and governed primarily under the Companies Act, 2063 (2006) and related regulations issued by the Office of the Company Registrar (OCR).
This article explains who a company secretary is in Nepal, what qualifications they must hold, what duties they perform, how they are appointed, and what legal obligations apply to them.
What Is a Company Secretary in Nepal?
A company secretary in Nepal is an officer of a company who acts as the principal administrative officer and compliance manager. The company secretary ensures that the board of directors, shareholders, and company management operate within the framework of Nepalese corporate law.
The company secretary is not merely a clerical officer. They are a professional who carries legal responsibility for the administrative and statutory compliance of the company. In Nepal, the role of company secretary is defined under Section 192 of the Companies Act, 2063, which mandates the appointment of a company secretary in public companies and certain categories of private companies.
The Office of the Company Registrar (OCR), operating under the Ministry of Industry, Commerce and Supplies, is the primary regulatory authority overseeing companies in Nepal, including the appointment and compliance obligations of company secretaries. You can access the OCR at www.ocr.gov.np.
Legal Basis for Company Secretary in Nepal
The primary legal framework governing the company secretary in Nepal includes:
- Companies Act, 2063 (2006) — particularly Section 192, which deals with the appointment and duties of a company secretary
- Companies Regulations, 2062 (2006) — provides procedural guidance on company administration
- Securities Act, 2063 (2007) — applicable to publicly listed companies and their secretarial obligations
- Income Tax Act, 2058 (2002) — the company secretary is responsible for ensuring tax compliance filings
- Labour Act, 2074 (2017) — relevant to employment-related compliance managed by the company secretary
Under Section 192(1) of the Companies Act, 2063, every public company must appoint a qualified company secretary. Private companies above a certain capital threshold or with a certain number of shareholders may also be required to appoint a company secretary based on prevailing regulations.
Who Needs to Appoint a Company Secretary in Nepal?
Not every company in Nepal is legally required to appoint a company secretary. The requirement depends on the type and size of the company.
| Type of Company | Company Secretary Requirement |
|---|---|
| Public Limited Company | Mandatory under Companies Act, 2063 |
| Private Limited Company (large) | Required if directed by OCR or regulations |
| Private Limited Company (small) | Not mandatory, but recommended |
| Government-owned company | Mandatory |
| Listed Company (Stock Exchange) | Mandatory under Securities Act, 2063 |
| Foreign Company operating in Nepal | Subject to OCR requirements |
Public companies listed on the Nepal Stock Exchange (NEPSE) must maintain a company secretary at all times. Failure to appoint a company secretary when required under the Companies Act is an offense that can attract penalties and regulatory action.
Qualifications for a Company Secretary in Nepal
A person appointed as a company secretary in Nepal must meet specific qualification requirements. Section 192 of the Companies Act, 2063 and the related regulations specify that the company secretary must be a qualified and competent professional.
The accepted qualifications for a company secretary in Nepal include:
- A degree in law (LLB or LLM) from a recognized university
- A degree in management, commerce, or business administration at the bachelor’s level or above
- Membership in a recognized professional body such as the Institute of Chartered Accountants of Nepal (ICAN) or an equivalent institution
- Completion of a Company Secretary course recognized by the Government of Nepal or the OCR
- Chartered Secretary ship qualification from institutions recognized in Nepal or abroad (such as the Institute of Chartered Secretaries and Administrators ICSA, now known as the Chartered Governance Institute)
There is no single dedicated Company Secretary Institute in Nepal as of the current date. However, the government and OCR recognize law graduates and management professionals with specific corporate governance training as eligible for the position.
How Is a Company Secretary Appointed in Nepal?
The appointment process for a company secretary in Nepal follows a defined legal procedure. Below are the steps involved:
- Board resolution: The board of directors passes a formal resolution to appoint a company secretary
- Verification of qualifications: The proposed appointee’s academic and professional credentials are verified
- Signing of appointment letter: A formal appointment letter is issued to the company secretary detailing their terms of service
- Notification to OCR: The company must notify the Office of the Company Registrar of the appointment within the time specified under the Companies Act
- Filing required documents with OCR: Submit a copy of the board resolution and appointment details
- Entry in company records: The company secretary’s name, address, and qualification details are recorded in the company’s official records and the company’s minute book
The company must file the appointment notification at the Office of the Company Registrar within 35 days of the appointment in most standard procedures.
Documents Required for Appointing a Company Secretary
The following documents are generally required when appointing a company secretary in Nepal and filing with the OCR:
- Certified copy of the board resolution approving the appointment
- Copies of academic and professional qualifications of the company secretary
- Citizenship certificate or passport copy of the company secretary
- Appointment letter signed by both parties
- Company’s registration certificate
- Memorandum of Association (MOA) and Articles of Association (AOA)
- Updated shareholder register and director list of the company
- Company secretary’s declaration of acceptance of appointment
Duties and Responsibilities of a Company Secretary in Nepal
The company secretary in Nepal performs a wide range of legal, administrative, and governance-related duties. These duties are both statutory (required by law) and non-statutory (based on company policy).
Statutory Duties
- Ensuring compliance with the Companies Act, 2063 on all administrative matters
- Maintaining and updating statutory registers including the register of directors, register of shareholders, register of debenture holders, and register of charges
- Preparing and filing annual returns with the Office of the Company Registrar
- Organizing and documenting board meetings and general meetings, including Annual General Meetings (AGMs)
- Drafting and maintaining proper minutes of meetings of the board and shareholders
- Ensuring timely filing of financial statements and audit reports with the OCR
- Notifying the OCR of any changes in the company including changes in directors, registered address, share capital, or memorandum and articles
- Ensuring compliance with Securities Board of Nepal (SEBON) regulations for listed companies
Non-Statutory Duties
- Advising the board and management on corporate governance best practices
- Managing correspondence with shareholders, government authorities, and regulatory bodies
- Coordinating with auditors, legal counsel, and other compliance professionals
- Maintaining the company seal and controlling its use
- Assisting in the preparation of dividend payments and communication to shareholders
- Maintaining confidentiality of company records and board decisions
Company Secretary and Corporate Governance in Nepal
Corporate governance is a growing area of focus in Nepal’s corporate sector. The Securities Board of Nepal (SEBON), accessible at www.sebon.gov.np, has issued corporate governance guidelines that require listed companies to maintain proper secretarial practices.
The company secretary plays a central role in implementing the corporate governance framework within a company. They act as the interface between the board of directors and the shareholders, ensuring transparency, accountability, and legal compliance.
The company secretary in Nepal also works closely with the Nepal Rastra Bank (NRB) directives when the company is a bank or financial institution, ensuring compliance with additional regulatory requirements applicable to the banking sector.
Salary and Remuneration of Company Secretary in Nepal
The salary of a company secretary in Nepal varies depending on the size and type of company, the experience and qualifications of the individual, and the industry sector. Below is a general overview:
| Company Type | Approximate Monthly Salary (NPR) |
|---|---|
| Small Private Company | NPR 30,000 – NPR 60,000 |
| Medium Private Company | NPR 60,000 – NPR 1,20,000 |
| Large Public Company | NPR 1,20,000 – NPR 3,00,000 |
| Bank or Financial Institution | NPR 2,00,000 – NPR 5,00,000 |
| Listed Company on NEPSE | NPR 1,50,000 – NPR 4,00,000 |
These figures are approximate and may vary. Senior company secretaries with extensive corporate law experience and professional certifications command higher remuneration in Nepal’s growing corporate sector.
Penalties for Non-Compliance Related to Company Secretary
If a company required under the Companies Act, 2063 to appoint a company secretary fails to do so, or if the company secretary fails to perform statutory duties, the following consequences may apply:
- Penalty provisions under Section 192 and related sections of the Companies Act, 2063
- Administrative fines imposed by the Office of the Company Registrar
- Regulatory action by SEBON for listed companies
- Possible legal liability of the directors for failure to ensure statutory compliance
- In serious cases, suspension of company operations or cancellation of registration
The OCR has the authority to take administrative and legal action against companies that do not maintain proper secretarial compliance.
How to Become a Company Secretary in Nepal
A person seeking to work as a company secretary in Nepal should follow these steps:
- Complete a bachelor’s degree in law (LLB), business administration (BBA/BBS), or commerce
- Pursue a master’s degree in management, law, or a related discipline for better career prospects
- Obtain membership in ICAN or complete a professional qualification recognized by OCR
- Gain practical experience through internships in corporate law firms, company legal departments, or regulatory bodies
- Study the Companies Act, 2063 and related regulations thoroughly
- Build expertise in areas such as corporate governance, securities law, tax compliance, and corporate administration
- Apply for positions in companies or register as a freelance company secretary for multiple clients
Conclusion
A company secretary in Nepal serves as the backbone of corporate legal compliance and administrative governance. The position is formally regulated under the Companies Act, 2063 and the Company Secretary Act, 2051. Public companies, listed companies, and financial institutions must appoint a qualified and licensed company secretary. The role spans statutory filings, board governance, share management, and direct communication with regulatory bodies such as the Office of the Company Registrar, SEBON, and NRB. Businesses that invest in a capable company secretary build stronger foundations for regulatory compliance and long-term corporate credibility.
FAQs
1. Is it mandatory for all companies in Nepal to appoint a company secretary?
No. Under the Companies Act, 2063, it is mandatory for public companies and listed companies in Nepal to appoint a company secretary. Private limited companies with smaller capital and shareholder numbers may not be legally required to appoint one.
2. What qualifications does a company secretary in Nepal need?
A company secretary in Nepal must hold a degree in law, management, or commerce. Professional qualifications from recognized bodies such as ICAN or international chartered secretaryship certifications are preferred and accepted under current OCR practices.
3. Where do I file the appointment of a company secretary in Nepal?
The appointment of a company secretary must be notified to the Office of the Company Registrar (OCR) at www.ocr.gov.np within the prescribed time. Required documents include the board resolution, qualification copies, and appointment letter.
4. What are the main duties of a company secretary in Nepal?
A company secretary in Nepal is responsible for maintaining statutory registers, organizing board and general meetings, filing annual returns, ensuring compliance with the Companies Act, 2063, and coordinating with regulators such as OCR and SEBON.
5. What is the salary of a company secretary in Nepal?
The salary of a company secretary in Nepal ranges from NPR 30,000 per month for small companies to NPR 5,00,000 or more per month for banks and large listed companies, depending on experience, qualifications, and company size.
6. What happens if a company does not appoint a company secretary when required?
If a company fails to appoint a company secretary as required under the Companies Act, 2063, the company and its directors may face administrative fines, regulatory action from the OCR, and additional penalties from SEBON in the case of listed companies.