Understanding Share Transfer and Capital Increment in Nepal

As your company grows, you may need to bring in new investors, transfer ownership, or increase capital. This guide explains the process.

Share Transfer

Shareholders can buy or sell shares among themselves or to a new investor. The process involves:

• Board and shareholder resolutions approving the transfer
• A share transfer deed between the seller and buyer
• Bank evidence of the payment
• Filing the updated shareholder list with the OCR

A tax clearance certificate is often required before the transfer can be completed.

Capital Increment

You can increase your authorised, issued, or paid-up capital by:

• Passing a shareholder resolution to increase capital
• Filing an amendment to the MOA
• Depositing the additional capital and obtaining bank evidence
• Filing share lagat records with the OCR

Capital increments are commonly needed for bank loans, EXIM registration, and company renewal.

Common Pitfalls

Missing the tax clearance, incomplete resolutions, or incorrect share lagat calculations can cause the OCR to reject your filing. We prepare every document correctly the first time to avoid delays.