Office of the Company Registrar Commences Strict Enforcement of Company Secretary Appointment Requirement

All companies with a paid-up capital of NPR 10 million (NPR 1 crore) or more are required to appoint a qualified Company Secretary and notify the Office of the Company Registrar accordingly.

Introduction

The Office of the Company Registrar (OCR) has commenced strict enforcement of the statutory requirement for the appointment of a Company Secretary under the Companies Act, 2063 (2006). 

Key Highlights

1. Every company with a paid-up capital of NPR 10 million (NPR 1 crore) or more is required under the Companies Act, 2063 (2006) to appoint a Company Secretary and notify the OCR of such appointment

2. All companies within the prescribed threshold must: 

• Appoint a qualified Company Secretary without delay;
• Notify the OCR of the appointment in the prescribed manner; and
• Ensure the appointment details are duly reflected in CAMIS before initiating any statutory filings or seeking OCR services.

3. Failure to comply may result in the OCR to undertake any official actions or proceedings relating to the company until the appointment is duly notified and recorded.

Eligibility Requirements for Company Secretary

Under the Companies Act, 2063 (2006), a person may be appointed as Company Secretary only if they meet one of criteria:

1. Hold a professional Company Secretary certificate issued by a competent domestic or foreign authority and have at least two years of relevant work experience; or
2. Hold at least a bachelor’s degree in law, management, commerce, or economics and have at least three years of experience in the related field or in company management.

Documents Required for Notification of Appointment

When notifying the OCR of a Company Secretary appointment, the following details and documents of the proposed appointee must be submitted:

1. Full name;
2. National ID (NID) number;
3. Copy of Citizenship Certificate;
4. Copies of educational qualification certificates and documents; 
5. Experience letter; and
6. Board resolution regarding appointment of Company Secretary. 

Practical Considerations

Companies with a paid-up capital of NPR 1 crore or more that have not yet appointed a Company Secretary or notified the OCR must treat this as an immediate compliance priority. Companies should verify the eligibility of their proposed appointee against the statutory criteria, prepare the required documents, and complete the CAMIS notification without delay.

This article is for general informational purposes only and does not constitute legal advice, advertisement, personal communication, solicitation or inducement. No attorney-client relationship is created through this content. Gandhi & Associates assumes no liability for any consequences resulting from actions taken based on information contained herein.

For quick legal assistance

Phone/Viber/WhatsApp: +977 9709035477