Nepal’s Companies Act, 2063 (2006) makes the appointment of a Company Secretary a legal obligation for every public company and for private companies once they cross a set capital threshold. For hydropower developers, energy companies, and other capital-intensive businesses in Nepal, this obligation typically applies from a very early stage often right after financial closure, when paid-up capital rises sharply.
This page explains, in plain terms, who is legally required to appoint a Company Secretary in Nepal, what the role actually covers, and how Niti Partners and Associates is a leading law firm in Nepal support companies including hydropower and other large public and private companies in staying compliant.
Who Must Appoint a Company Secretary Under Nepali Law
Under the Companies Act, 2063, the requirement to appoint a Company Secretary is tied to the type of company and its paid-up capital.
- Public companies are required to appoint a Company Secretary once paid-up capital reaches NPR 10 million or more (Companies Act, 2063, Section 185.
- Private companies with paid-up capital at or above the same NPR 10 million threshold are generally treated the same way in practice, since the underlying governance concern a company large enough to need dedicated compliance support applies equally to them.
This is directly relevant to hydropower companies in Nepal. Most hydropower developers are structured as public companies to raise capital from local shareholders, and paid-up capital regularly runs into hundreds of millions of rupees well before commissioning meaning the Company Secretary requirement is triggered early and is not something to leave until an inspection or an IPO forces the issue.
Who Can Serve as Company Secretary
The law is specific about eligibility. A Company Secretary must be a Nepali citizen holding either a recognised professional certification in company secretaryship with at least two years of relevant experience, or a bachelor’s degree in law, management, commerce, or economics with at least three years of relevant experience. A sitting director of the company cannot also serve as its Company Secretary, and one person cannot hold the Company Secretary position at more than one company simultaneously (Companies Act, 2063, Section 185 .
What the Role Legally Covers
Section 186 of the Act sets out the Company Secretary’s statutory duties: implementing board and general meeting decisions, carrying out directions from the Office of the Company Registrar and other regulators, and submitting the returns, documents, and disclosures a company is required to file within the prescribed time (Companies Act, 2063, Section 186 .
In practice this extends into board support, statutory registers, AGM administration, and liaison with the Office of the Company Registrar, tax authorities, and for hydropower and listed companies bodies such as the Securities Board of Nepal and the relevant regulatory departments.
The Supreme Court’s decision in Chilime Jalavidhyut Company Ltd v. Labour Court further clarified that the appointment and treatment of a Company Secretary sits squarely within the Companies Act framework, not the Labour Act.
Employee or Outsourced Consultant Nepali Law Allows Either
Unlike some jurisdictions, the Companies Act does not force companies to choose one model. A Company Secretary can be appointed as a full-time employee, or the function can be outsourced to a firm on a service-agreement basis. For a hydropower company still in construction or early operation where the compliance workload is real but doesn’t yet justify a full-time senior hire outsourcing gives access to qualified expertise without adding permanent headcount, and lets the scope of work be defined precisely in the engagement contract.
Our Company Secretarial Services
Niti Partners law firm in Nepal provide end-to-end Company Secretary support for public and private companies in Nepal, including hydropower, energy, manufacturing, and financial-sector clients, covering:
- Corporate governance advisory structuring board meetings, forming board committees, and setting governance practices that meet the Companies Act, 2063 standard
- Statutory registers and records maintaining registers of shareholders, directors, and the Company Secretary as required by law
- Annual returns and regulatory filings preparing and filing with the Office of the Company Registrar and other regulators on time
- Share administration managing share issuance, allotment, and transfers
- Legal drafting preparing and reviewing board resolutions, shareholder resolutions, and corporate contracts
- AGM management notices, agendas, minutes, and resolution filings for Annual General Meetings
- Audit and inspection support preparing documentation and liaising with auditors and regulators during reviews
Why This Matters More for Hydropower and Other Large Companies
Hydropower and infrastructure companies in Nepal typically have large, dispersed shareholder bases, multiple lenders, and overlapping regulatory relationships with the Company Registrar, tax offices, and sector regulators all expecting timely, accurate filings. A gap in Company Secretary compliance doesn’t just risk a penalty under the Companies Act; it can slow down loan disbursements, delay AGMs, and create friction with shareholders at exactly the moments financial closure, commissioning, dividend distribution when clean governance matters most.
Work With Us
Whether you need a full-time Company Secretary placed, an outsourced retainer to keep your filings current, or a one-time compliance review before an audit or AGM, our team structures the engagement around your company’s actual stage and capital position rather than a one-size-fits-all package.
