Compulsory Appointment of Company Secretary in Nepal: Legal Requirements Under the Companies Act

Under Section 185 of the Companies Act, 2063, any company ( Public or Private Company ) with paid-up capital of NPR 10 Million or more (  NPR  1 crore or more)  must appoint a qualified company secretary. This requirement already existed in law, but enforcement was inconsistent despite meeting the threshold. Now, the OCR is has made a compulsory mandate to appoint Company Secretary for the companies with NPR  10 million or more paid-up capital.

The Board of Directors is responsible for appointing the Company Secretary. This authority comes from Section 95 of the Companies Act, 2063, which gives the Board general power to manage the company's business. The Board makes the appointment through a resolution passed at a board meeting.

The appointment process of a company secretary is given as follows:

Step 1: The Board of Directors holds a board meeting.
Step 2: The Board passes a resolution appointing a qualified candidate as Company Secretary.
Step 3: The company issues an appointment letter to the candidate.
Step 4: The company records the appointment in its statutory register of company secretary.
Step 5: The company notifies OCR of the appointment within 15 days. Step 6: The company updates records on the CAMIS portal and submits the required documents to complete the filing.

The documents that are required for the appointment of a company secretary are provided below;

1. Board resolution or minute appointing the Company Secretary

2. Application for appointment

3. Citizenship certificate, NID and PAN of the appointee

4. Highest academic certificate of the appointee

5. Appointment letter issued by the company

6. Experience letter of the appointee

Once the appointment is filed with Office of Company Registrar (OCR), it typically takes 1 to 2 weeks for OCR to process and update the company's records. Separately, the company must notify OCR of the appointment within 15 days, as required under Section 107(2).

Under Section 185(2) of the Companies Act, 2063, a candidate must meet the following qualifications:

• A Nepali citizen.

• A person having at least 2 years of relevant work experience after obtaining a professional certificate in company secretary practice from an authorized Nepali or foreign body.

• A bachelor's degree or higher in law, management, commerce, or economics, along with at least 3 years of experience in the relevant field or in company management.

Under Section 185(3) and (4) of the Companies Act, 2063, a person cannot be appointed as Company Secretary if:

• They are a director of the same company.

• They are already serving as Company Secretary of another company at the same time.

Under Section 186 of the Companies Act, 2063, the Company Secretary has the following functions, duties, and powers:

Under Section 185(5) of the Companies Act, 2063, if the post of Company Secretary falls vacant, or the sitting Company Secretary is unable to perform their duties, the Board of Directors may authorize a qualified employee of the company to act in the capacity of Company Secretary until a new appointment is made.

Date of Publication: 30 August 2026