After a company is registered in the Office of Company Registrar, the company stands as a legal person with its own legal identity. A company is not a personal business to be operated as per owner’s will & decisions rather it is operated as per rules and guidelines stated in the Company Act, principles stated in its Articles of Association & guidelines stated in its Memorandum of Association. Therefore, to ensure effective & efficient operation, a shareholder must do these things five after company registration.
1. Conduct the first Board Meeting.
The meeting must be conducted to decide on the following cases.
- Selection of Chairman.
- Selection of Official Company Seal. (Seal showing full name of the Company has to be selected)
- Decision regarding opening Company Bank Account.
- Decision regarding Obtaining PAN/VAT from Tax Authorities.
2. Register for PAN/VAT with Tax Authorities.
A company registered in Nepal must also be registered with Tax Authorities. Registration with tax authorities provides a separate Tax Identity to the company. Interactions with Tax Authorities, payment of taxes and receipt of Tax clearance certificate is done with reference to Tax Identity.
What documents are required for Registration in Tax Office?
The required documents are:
- Copy of Article of Association & Memorandum of Association.
- Copy of Registration Certificate obtained from the Office of Company Registrar.
- Reference Letter received from the Office of Company Registrar.
- Official Seal/Stamp of the Company.
- Copy of Meeting minute of the decision regarding obtaining PAN/VAT from Tax Authorities.
- Copy of Citizenship Certificate and Personal PAN of the Shareholders.
- Copy of Rent Agreement.
- Receipt of Electricity or Water bill of the Landlord.
- 2 Passport sized photos. (not required for Tax Office that has implemented Biometric System)
3. Obtain Specific License of Operation.
Sectors that are highly technical or sectors that are heavily regulated by the Government in its operation need license for before operation of business. Companies registered with the aim of conducting such operation needs to obtain license from respective Government Authority.
|1||Pharmaceuticals Company||Department of Drug Administration|
|2||Hospitals and other Health Service provider||Ministry of Health, social and Population.|
|3||Banks and other Financial Institutions||Nepal Rastra Bank & Finance Ministry|
|4||Cooperatives||Department of Cooperatives|
|5||Travel and Tours Company||Department of Tourism|
|6||Import-Export Company, Cottage Industries, Factories and Industries||Department of Commerce/ Vadijya Vibhag|
|7||Foods & Confectionery manufacturers||Department of Food Administration.|
4. Opening of Bank Accounts in the nearby Bank.
Every business must open its bank accounts to keep track of its Cash transactions, track receipts and payments, pay salary and maintain financial discipline.
What documents are required for Opening a Bank Account?
Following Documents are needed to open a bank account.
- Copy of Article of Association, Memorandum of Association.
- Rental Agreement
- PAN/VAT Certificate.
- Official Stamp of the Company.
- Copy of Meeting Minute of the decision regarding opening of Bank Account. (Minute should contain the decision regarding the number of Signatories along with the obligatory provision of Signatories)
- Passport Sized photo of Shareholders along with Citizenship Certificate.
5. Disclosing Company’s AOA & MOA.
Every public company must publicly disclose its AOA & MOA in its website within 3 months of obtaining its registration Certificate. However, private companies are not required to disclose its AOA and MOA to the public.
6. Submitting Company Details to the Office of Company Registrar.
Following Documents and Information should be provided to the Office of Company Registrar.
- Information regarding the location of the Office after finalizing the office setup. This information must be submitted within 3 months from the date of Registration of Company.
- Details of Allotment of Shares to different shareholders within 1 months from the date of Registration of Company.
- Details of transaction with the Shareholders and the Company (Section 92).
- Minutes and details of 1st Annual General Meeting within 30 days of of Annual General Meeting.
- Details of Auditor Appointment within 15 days of Appointment of Auditor. (Auditor is appointed during Annual General Meeting.)
7. Other Important Rules to be Followed.
- Placing a Signboard in National Language at Registered Office.
- Operating a Private Firm or A Partnership Firm.
- Conducting Business within the prescribed area in the Company’s AOA and MOA.
- Compulsorily Auditing its Financial Statements within 6 months from the end of Fiscal Year.
- Maintaining Proper Records of Accounts in Either Nepali or English Language.
- Notifying the date, agenda, and location of Annual General Meeting to the shareholders within the prescribed time in the Company’s AOA & MOA.
- Maintaining Proper Minutes of its Meetings.
- Pay Taxes. Details about Tax rate for a company here.