Share Transfer Services in Nepal

Transferring shares in a Nepali company must follow a formal legal process as prescribed under the Company Act, 2063. Whether a shareholder is selling shares, purchasing shares, or transferring ownership within the company, the transfer becomes valid only after approval from the Board of Directors (BOD) and proper recording (Da. Kha.) in the Company Register.

This article explains the legal basis, required documents, and step-by-step procedure for completing a lawful share transfer in Nepal.

What Is Share Transfer?

Share Transfer refers to the legal process of transferring ownership of company shares from one person to another. This can happen through:

• Sale of shares
• Purchase of shares
• Ownership restructuring
• Share allotment after transfer

A share transfer becomes legally valid only after the company updates its Share Register and approves it through its governing bodies.

Legal Basis for Share Transfer (Company Act, 2063)

Section 42 & Section 43 of the Company Act, 2063

The Act provides that:

• Shares can be transferred to any person unless restricted by the company’s Articles of Association.
• A share transfer must be submitted to the company for approval, accompanied by supporting documents.
• The Board of Directors (BOD) must review and approve the transfer.
• The company must record the transfer in its Share Register (Da. Kha.), after which the buyer becomes a legal shareholder.

A share transfer is not legally recognized unless it is entered into the company’s Share Register.

When Do You Need to Transfer Shares?

Share transfer is required in situations such as:

• Sale or purchase of shares between shareholders or outside parties
• Transfer of ownership within family members
• Bringing in new investors
• Change in company ownership structure
• Shareholder exit
• Restructuring of the Board of Directors

Required Documents for Share Transfer

To complete the share transfer process, the following documents must be prepared:

• Decision of the Board of Directors (BOD)
• Share Sale Deed (documents proving sale/purchase transaction)
• Share Allotment Details
• Proof of Payment (bank voucher, cheque, or any financial evidence)
• Updated Share Register
• Approval Letter for Share Purchase and Sale

Additional internal forms or declarations may be required depending on the company’s MOA/AOA.

Step-by-Step Share Transfer Process

Step 1: Submit Applications to the BOD

The following applications must be submitted to the company’s Board of Directors:

• Application for approval of share sale
• Application for approval of share purchase
• Application for Da. Kha. entry (official registration of share transfer)

These are reviewed and acknowledged by the BOD as the initial step.

Step 2: Prepare the Share Sale Deed

Prepare the formal Share Sale Deed (शेयर विक्रिनामा) signed by both buyer and seller.
This document proves that the shares have been legally transferred.

Step 3: Conduct a Board of Directors (BOD) Meeting

The BOD must hold a meeting for:

• Approve share sale and purchase applications
• Review payment proof and sale deed
• Recommend the share transfer for approval in the Special General Meeting (if needed)
• Call for the Special General Meeting (SGM)

The BOD resolution is mandatory for proceeding to SGM.

Step 4: Conduct a Special General Meeting (SGM)

The SGM should pass a special resolution to finalize the share transfer.
The agenda must include:

1. Approval of Share Sale & Purchase Da. Kha. (Registration)
2. Approval of Share Allotment after transfer
3. Amendment to Rule 28(2) of AOA, if necessary
4. Reformation or restructuring of the Board of Directors based on new shareholding

Once approved, the authorized person can complete the transfer in company records.

Step 5: Update the Share Register (Da. Kha.)

The company must enter the updated share ownership information in the Share Register.
After Da. Kha.:

• The buyer becomes a legal shareholder
• The updated shareholder list becomes effective

This is the final and legally binding step of share transfer.

Step 6: Issue Share Certificates

After updating the Share Register, the company must issue new share certificates to the buyer with updated ownership details.

Process of Uploading Required Documents to the OCR Portal

Once you have prepared all the necessary documents for Share Transfer, you must upload them to the Office of the Company Registrar (OCR) through the official online portal. The OCR only accepts digital submissions, and your application will not be processed until all required documents are correctly uploaded.

Below is the step-by-step process:

Step 1: Log In to the OCR Portal

• Visit the OCR online system: https://camis.ocr.gov.np/login
• Enter your:
  • Username
  • Password
  • Captcha code
• Click Login to access your company dashboard.

Step 2: Go to Post Registration Activities

After logging in:

• Click on “Post Registration Activities.”
• Select “Create New.”
• Choose the relevant category (e.g., Share Transfer, Objective Change, etc.)

Step 3: Fill in the Application Form

• Enter the required company details.
• Provide the details of share transfer, shareholders, and resolutions as requested.
• Ensure the information matches your documents to avoid rejection.

Step 4: Attach the Required Documents

You will find the Document Upload Section on the right side or bottom of the application page.

Upload the following documents (PDF format only):

• BOD Decision
• Special General Meeting (SGM) Decision (if applicable)
• Share Sale Deed
• Share Purchase Approval
• Share Allotment Details
• Proof of Payment
• Updated Share Register
• Any other supporting documents requested by OCR

Important Requirements:

• File Format: PDF only
• File Size: Max 20MB per file
• File Name: Use clear naming such as
  • BOD Decision.pdf
  • SGM Minutes.pdf
  • Share Sale Deed.pdf

Make sure every PDF is clear, readable, properly scanned, and not password-protected.

Step 5: Review the Application

Before submitting:

• Verify all fields are filled correctly.
• Ensure all required documents are attached.
• Check document clarity and order.

Use the Preview option to confirm everything appears correctly.

Step 6: Submit the Application

• Click Submit to send the application to OCR.
• A confirmation message will appear.
• Follow-up and status checks.

Step 7: OCR Review and Approval

After submission:

• OCR officers review your documents.
• If any correction is needed, you will receive a “Correction Notice” inside the portal.
• Make the corrections and re-upload the requested documents.
• Once everything is correct, OCR will approve your application.

You will then be able to download the updated:

✔️ Share Register
✔️ Approval Letter
✔️ Updated Company Records (as applicable)

Government Fees

There are no government fees for share transfer under the Company Act unless the company’s AOA specifies internal charges.

After the Share Transfer Approval

Once the share transfer is officially recorded:

• Update internal records such as MOA and AOA (if applicable)
• Update PAN/VAT records if ownership changes affect the company’s representation
• Form a new board if shareholding structure changes
• Notify banks and regulatory bodies where required

The new shareholder can now:

• Receive dividends
• Participate in company meetings
• Exercise voting rights
• Hold positions such as Director (subject to eligibility)

Conclusion

The Share Transfer process in Nepal is a formal legal procedure that must follow the Company Act, 2063. With proper resolutions, documentation, and updated Share Register entries, ownership can be legally transferred and recognized. Completing each step ensures transparency, legality, and smooth business operations.