Introduction
For many years, the requirement to appoint a Company Secretary (“CS”) existed under Nepal’s company laws but was rarely enforced. However, beginning from Fiscal Year 2083/84, the Office of the Company Registrar (“OCR”) has started actively enforcing this requirement. Companies that fall within the prescribed threshold are now expected to appoint a qualified CS and notify the OCR within the prescribed timeframe.
Which Companies Must Appoint a Company Secretary?
Every public company, and every private limited company having paid-up capital of more than 1 crore or 10 million, shall appoint a Company Secretary.
Non-profit-distributing companies may also appoint a Company Secretary voluntarily and should notify the OCR after the appointment.
Who Can Be Appointed as a Company Secretary?
Only a Nepali citizen who possesses the required qualifications and relevant experience can be appointed. An individual may qualify through either of the following two routes:
a. Professional Qualification
A person who holds a Company Secretary professional certificate issued by an authorized domestic or foreign body under prevailing law together with at least 2 years of relevant work experience.
b. Academic Qualification
A person holding at least a bachelor’s degree in Law, Management, Commerce, or Economics, together with at least 3 years of experience in company management or a related professional field.
Which authority of the Company is responsible for appointing the Company Secretary?
The company’s Board of Directors is responsible for selecting and appointing a qualified individual.
Can a Director of the company also become the Company Secretary?
No. A director cannot simultaneously serve as the Company’s Secretary.
Can One Person Serve as Company Secretary for Multiple Companies?
No. A person cannot normally serve as Company Secretary for more than one company at the same time.
The only common exception is where a company and its subsidiary appoint the same individual as their Company Secretary.
What Happens If the Position of Company Secretary Becomes Vacant?
If the Company Secretary resigns, the position becomes vacant, or the Company Secretary is temporarily unable to perform their duties, the Board may authorize another qualified employee of the company to carry out the responsibilities until a proper appointment is made.
This ensures that statutory compliance and corporate administration continue without interruption.
What are the Documents Required?
Following documents are required, they are:
- Nepali Citizenship Certificate;
- Board Resolution appointing the Company Secretary;
- Company Secretary Registry;
- Evidence of relevant work experience; and
- Educational or professional qualification documents.
When Must the Appointment Be Reported at OCR?
Once a Company Secretary is appointed, the company should notify the Office of the OCR within 15 days.
What Does a Company Secretary Do?
Subject to the Companies Act, Memorandum of Association, and Article of Associations, the Company Secretary shall:
- Call Board and General Meetings;
- Prepare and circulate meeting agendas;
- Record, certify, and keep custody of meeting decisions;
- Send share allotment and call-payment notices;
- Maintain and certify the shareholder/debenture holder register;
- Handle share/debenture pledge, transfer, and registration matters;
- Forward shareholder/debenture holder complaints and report back on action taken;
- Perform any other duty prescribed by law.
A Company Secretary is expected to perform their duties honestly, professionally, and in the best interests of the company.
A Company Secretary should not use their position for personal benefit and are expected to maintain confidentiality, integrity, and impartiality while carrying out their responsibilities.
Why Is a Company Secretary Important?
A Company Secretary serves as the company’s primary compliance and governance officer.
The role helps ensure that the company:
- complies with statutory filing requirements;
- maintains proper corporate records;
- conducts board and shareholder meetings correctly;
- keeps the company registers updated, and
- Follows good corporate governance practices.
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