Share Transfer Process in Nepal

Company Share Transfer in Nepal needs to be conducted from the Office of Company Registrar (“OCR”) through the CAMIS Portal. It requires preparation of share transfer minutes, application, agreement and proof of payment as per paid-up capital. The Process takes 1-3 Days and its cost starts from NPR 9,500/-.

What is Company Share Transfer in Nepal?

Company share transfer in Nepal refers to the legal process of transferring ownership of shares from one shareholder to another within a registered company. This process involves changing the name of the shareholder in the company’s official records maintained at the Office of Company Registrar. Under the Companies Act of Nepal, every share transfer must be properly documented, executed, and registered to be legally valid and enforceable.

The company share transfer process in Nepal is governed by strict legal provisions to ensure transparency and protect the interests of all parties involved. When shares are transferred, the transferor relinquishes all rights associated with those shares, including voting rights, dividend entitlements, and ownership claims. The transferee, upon successful completion of the share transfer process, acquires all such rights and becomes the new legal owner of the shares. This transfer must be reflected in the company’s share register and updated in the official database maintained by the Office of Company Registrar through the CAMIS system.

Where to conduct Share Transfer of Company in Nepal?

The company share transfer process in Nepal must be registered at the Office of Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies. The Office of Company Registrar is the sole authority responsible for maintaining records of all registered companies in Nepal, including their shareholding patterns, directorship details, and other corporate information. The OCR has its main office located in Tripureshwor, Kathmandu, and operates through the CAMIS online portal for processing share transfer applications and other company-related matters.

To complete the company share transfer process, applicants must access the CAMIS portal, which is the official online platform of the Office of Company Registrar. The CAMIS system can be accessed at https://www.ocr.gov.np, where registered companies can log in using their unique credentials to file share transfer applications. The online system allows companies to upload required documents, pay applicable fees, and track the status of their applications in real-time. While the filing is done online, companies get the approval online and its visible at camis.ocr.gov.np.

How to Transfer Company Shares in Nepal?

• Step 1: Obtaining CAMIS (OCR) Login Credentials
• Step 2: Preparing Documents of Share Purchase
• Step 3: Signing and Notarization of Share Transfer Deed
• Step 4: Filing Application of Share Transfer at OCR
• Step 5: Completion of Share Transfer at OCR
• Step 6: Notification to Tax Office, Local Ward Office and Related Agencies

Step 1: Obtaining CAMIS (OCR) Login Credentials

The first step in the company share transfer process requires the company to obtain or verify its CAMIS login credentials from the Office of Company Registrar. These credentials consist of a unique username and password that provide access to the company’s profile on the CAMIS portal. If the company has not previously registered on CAMIS, it must complete the registration process by providing its company registration number and other identifying information to create an account.

Step 2: Preparing Documents of Share Purchase

The second step involves preparing all necessary documents related to the share purchase transaction between the transferor and transferee. This includes drafting a comprehensive share purchase agreement that clearly specifies the number of shares being transferred, the purchase price, payment terms, and any conditions or warranties. The parties must also gather supporting documents such as citizenship certificates, national identity cards, company registration certificates, and proof of payment through bank statements showing the transfer of consideration for the shares.

Step 3: Signing and Notarization of Share Transfer Deed

The third step requires the execution and notarization of the share transfer deed, which is the primary legal document evidencing the transfer of shares. Both the transferor and transferee must sign the share transfer deed in the presence of a notary public or authorized official. The notarization process involves verification of the identities of the parties, confirmation of their understanding of the transaction, and authentication of their signatures.

Step 4: Filing Application of Share Transfer at OCR

The fourth step involves logging into the CAMIS portal using the company’s credentials and filing the share transfer application online. The company must navigate to the share transfer section, enter details of the transferor and transferee, specify the number and class of shares being transferred, and upload scanned copies of all required documents. The application must be accompanied by payment of the prescribed filing fees through the online payment gateway or designated bank accounts. Upon successful submission, the system generates an application reference number for tracking purposes.

Step 5: Completion of Share Transfer at OCR

The fifth step is the processing and approval of the share transfer application by the Office of Company Registrar. OCR officials review the submitted documents, verify the accuracy of information, and ensure compliance with all legal requirements. If the application is complete and satisfactory, the OCR approves the share transfer and updates the company’s shareholding records in the CAMIS database. The system generates an updated share register certificate reflecting the new shareholding pattern, which can be downloaded from the portal. This step typically takes one to three working days when all documents are in order.

Step 6: Notification to Tax Office, Local Ward Office and Related Agencies

The final step requires the company to notify relevant government agencies and stakeholders about the completed share transfer. The company must inform the Inland Revenue Department (Tax Office) about the share transfer for tax assessment and compliance purposes. Notification must also be sent to the local ward office where the company is registered, as well as to banks, financial institutions, and other entities with which the company has legal relationships.

What Documents Are Required for Company Share Transfer

The following documents must be prepared and submitted:

• CAMIS ID and Password of Company: Valid login credentials for accessing the company’s profile on the Office of Company Registrar’s online portal.
• Citizenship Certificate of Transferor and Transferee: Certified copies of citizenship certificates of both parties involved in the share transfer.
• National Identity Card Numbers: Valid national identity card numbers of the transferor and transferee for verification purposes.
• Share Transfer Deed: Properly executed and notarized share transfer deed signed by both transferor and transferee.
• Board Resolution: Resolution passed by the company’s board of directors approving the share transfer, if required by the company’s articles of association.
• Proof of Share Value Transfer: Bank statements or transaction receipts evidencing payment of consideration for the shares being transferred.
• Company Stamp and Authorized Signatures: Official company stamp and signatures of authorized representatives on all application documents.

Comparison of Share Transfer Types in Nepal

The company share transfer process in Nepal can vary depending on the type of company and the nature of the transaction.

Transfer Type	Applicable Companies	Approval Required	Processing Time	Special Requirements
Private Company Share Transfer	Private Limited Companies	Board approval may be required	1–3 working days	Must comply with pre-emption rights if specified in articles
Public Company Share Transfer	Public Limited Companies	SEBON notification required	3–5 working days	Must follow Securities Act provisions and disclosure requirements
Foreign Investment Share Transfer	Companies with foreign shareholders	Department of Industry approval	7–15 working days	Requires compliance with FITTA and repatriation provisions
Banking Sector Share Transfer	Banks and Financial Institutions	Nepal Rastra Bank approval	15–30 working days	Must meet fit and proper criteria and shareholding limits
Pledged Share Transfer	Shares under pledge or mortgage	Consent of pledgee required	3–7 working days	Requires release or transfer of pledge along with shares
Inheritance Share Transfer	Transfer due to death of shareholder	Legal heir certificate required	5–10 working days	Requires succession certificate and tax clearance
Gift Share Transfer	Transfer without consideration	Gift deed and notarization	2–4 working days	May have different tax implications than sale transactions

How Long Does the Company Share Transfer Process Take

Total Processing Time with Professional Assistance: 1-3 days when handled by experienced legal service providers.

Under normal circumstances with complete documentation, the company share transfer process can be completed within the following timeframes:

• Document Preparation Phase: 2 Working Hours for drafting share purchase agreement, share transfer deed, and gathering supporting documents.
• Notarization Phase: 1 day for executing and notarizing the share transfer deed at a notary public office.
• CAMIS Filing Phase: 2 Working Hours for uploading documents and submitting the online application through the CAMIS portal.
• OCR Processing Phase: 3 Working Hours for review and approval by Office of Company Registrar officials.
• Post-Registration Notifications: 1-2 days for notifying tax office, ward office, and other relevant agencies.

Factors that may extend the processing time include incomplete documentation, errors in application forms, requirement for additional approvals (such as Nepal Rastra Bank approval for banking sector shares), pending tax clearances, technical issues with the CAMIS portal, and delays in notarization or document authentication.

Can Foreigners Acquire Shares in a Nepalese Company?

Foreigners can acquire shares in a Nepalese Company through a Share Purchase Agreement (“SPA”). Either Foreign Company or Foreign Individuals are eligible for such acquisition if permissible under the Foreign Investment and Technology Transfer Act, 2019.

The Process for Foreigners to Acquire Shares are as follows:

• Step 1: Preparation of Share Purchase Agreement and Its Signing
• Step 2: Filing and Obtaining FDI Approval for Share Purchase
• Step 3: Finalizing Share Transfer at OCR, Ward Office and Tax Office
• Step 4: Injecting of Share Capital by Foreigner through Local Bank
• Step 5: Notification of Investment and Revised Share Registry Certificate

Note: Please Consult the Firm for a Detailed Procedure regarding the Share Purchase by Foreigners.

What Are the Costs of Company Share Transfer in Nepal

The company share transfer process in Nepal involves several costs that must be borne by the parties to the transaction.

Cost Component	Amount (NPR)	Payable To	Remarks
OCR Filing Fee	None	Office of Company Registrar	Calculated as per fee schedule in Companies Regulations
Notarization Fee	Approximately 1,000	Notary Public Office	May vary depending on document volume and notary charges
Professional Service Fee	Starting from 9,500	Legal Service Provider	Covers complete process handling and documentation
Document Preparation	Included in service fee	Legal Service Provider	Drafting of share transfer deed and purchase agreement
CAMIS Portal Charges	No additional cost	Office of Company Registrar	Included in filing fee
Bank Transfer Charges	As per bank rates	Respective Bank	For transferring share purchase consideration
Tax Clearance Fee	As applicable	Inland Revenue Department	If capital gains tax clearance is required

The total cost of the company share transfer process typically ranges from NPR 9,500 to NPR 15,000 for standard private company share transfers, excluding any capital gains tax liability. For complex transactions involving foreign investors, banking sector companies, or publicly listed companies, the costs may be higher due to additional approval requirements and compliance procedures.

What Are Post-Registration Requirements After Share Transfer

After successful completion of the company share transfer process at the Office of Company Registrar, several post-registration requirements must be fulfilled to ensure complete legal compliance and proper updating of records. The key post-registration requirements include:

• Updating Share Registry Certificate: Download and maintain the updated share register certificate from the CAMIS portal reflecting the new shareholding pattern.
• Notifying Inland Revenue Department: Submit notification to the Tax Office regarding the share transfer for assessment of capital gains tax liability and updating taxpayer records.
• Notifying Local Ward Office: Inform the ward office where the company is registered about the change in shareholding structure for municipal record purposes.
• Notifying Banking Institutions: Update bank account records and authorized signatory lists if the share transfer affects the company’s banking arrangements or authorized representatives.
• Updating Company Records: Amend internal company records, including the physical share register, minute books, and statutory registers to reflect the share transfer.
• Issuing New Share Certificates: If the company issues physical share certificates, cancel old certificates and issue new certificates in the name of the transferee.
• Updating Articles of Association: If the share transfer triggers any changes to the articles of association or requires amendments, file the necessary documents with OCR.

What Types of Share Transfers Are Available in Nepal

The company share transfer process in Nepal can be categorized into different types based on the nature of the transaction, the parties involved, and the consideration exchanged.

Type of Transfer	Description	Consideration	Tax Implications	Special Provisions
Sale Transfer	Transfer of shares for monetary consideration	Full market value payment	Capital gains tax applicable	Most common type of share transfer
Gift Transfer	Transfer without consideration to family or others	No monetary payment	Gift tax may apply	Requires gift deed and relationship proof
Inheritance Transfer	Transfer due to death of shareholder	No consideration	Estate tax considerations	Requires legal heir certificate and succession documents
Pledge Transfer	Transfer of shares as security for loan	Conditional ownership	No immediate tax	Requires pledge agreement and may need lender approval
Bonus Share Transfer	Allotment of additional shares from reserves	No cash payment	Generally tax-exempt	Requires board resolution and OCR approval
Rights Share Transfer	Transfer of rights to subscribe new shares	Payment for new shares	Tax on gains if rights sold	Must follow prospectus requirements
Swap Transfer	Exchange of shares between companies	Share-for-share exchange	Tax deferral may apply	Requires valuation and regulatory approval
Transmission Transfer	Automatic transfer by operation of law	No consideration	Varies by circumstance	Includes bankruptcy, court orders, or legal succession

What Laws Govern Company Share Transfer in Nepal?

The company share transfer process in Nepal is primarily governed by the Companies Act, 2063 (2006). The key legal frameworks governing company share transfer in Nepal include:

• Companies Act, 2063 (2006): The primary legislation that establishes the legal framework for share transfers, including provisions on share transferability, restrictions, and registration procedures.
• Companies Regulations, 2064 (2007): Subsidiary legislation that provides detailed procedural guidelines for implementing the provisions of the Companies Act, including specific forms and documentation requirements for share transfers.
• Income Tax Act, 2058 (2002): Governs the tax implications of share transfers, including capital gains tax obligations and reporting requirements to the Inland Revenue Department.
• Foreign Investment and Technology Transfer Act, 2075 (2019): Governs share transfers involving foreign investors, including approval requirements and repatriation provisions.
• Securities Act, 2063 (2007): Applies to share transfers of publicly listed companies, with additional requirements for disclosure and reporting to the Securities Board of Nepal.

What Benefits Does Company Share Transfer Provide?

The company share transfer process in Nepal provides numerous benefits to shareholders, companies, and the overall business environment by facilitating ownership changes and investment mobility.

• Liquidity for Shareholders: Enables shareholders to exit their investment and convert shares into cash when needed for personal or business reasons.
• Investment Flexibility: Allows investors to adjust their portfolio by buying or selling shares in different companies based on performance and prospects.
• Business Succession Planning: Facilitates smooth transition of ownership from one generation to another or from retiring shareholders to new investors.
• Capital Raising Opportunity: Enables companies to attract new investors and raise capital by allowing existing shareholders to sell their stakes.
• Risk Management: Permits shareholders to reduce exposure to specific companies or sectors by transferring shares to other investors.
• Corporate Restructuring: Facilitates mergers, acquisitions, and corporate reorganizations by enabling efficient transfer of ownership interests.
• Employee Ownership: Allows companies to implement employee stock ownership plans by transferring shares to employees as incentives or benefits.
• Foreign Investment Facilitation: Enables foreign investors to acquire stakes in Nepali companies, bringing in foreign capital and expertise.

Why Choose Us for Company Share Transfer in Nepal?

Our Firm stands as the premier legal service provider in Nepal for company share transfer processes, offering unmatched expertise, efficiency, and client service. With years of experience in corporate law and company registration matters, We have established itself as the most trusted partner for businesses and investors navigating the company share transfer process in Nepal.

Our competitive pricing structure, starting from NPR 9,500 for complete share transfer services, makes professional legal assistance accessible to businesses of all sizes. Our streamlined processes and strong relationships with the Office of Company Registrar enable us to complete share transfers in just 1-3 days, significantly faster than the typical processing time for self-handled applications.

Our service package includes CAMIS account management, document drafting and preparation, notarization coordination, online filing and follow-up, post-registration notifications, and ongoing compliance support.

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