Add or Remove Shareholder in Company Registered in Nepal

When it comes to managing a company, there may come a time when you need to add or remove a shareholder. This process involves various legal and financial considerations to ensure a smooth transition and maintain the integrity of the company’s ownership structure. In this article, we will provide a step-by-step guide on how to add or remove a shareholder, including important documentation, procedures, and compliance requirements. Whether you are a business owner or a shareholder, understanding these processes is crucial for making informed decisions. So let’s dive in!

STEP 1: Decide Whether You Really Want to Add or Remove a Shareholder

Before proceeding with any actions, it is essential to carefully evaluate the reasons behind adding or removing a shareholder. Consider the objectives, implications, and potential consequences for all parties involved. Adding a shareholder can bring in new expertise, resources, and capital to the company. On the other hand, removing a shareholder may be necessary to resolve conflicts or streamline the decision-making process. Once you have a clear understanding of your goals, you can proceed with the necessary steps.

STEP 2: Prepare Minutes Stating the Addition or Removal of Shareholder

To document the addition or removal of a shareholder, it is important to prepare minutes of the meeting. These minutes serve as an official record of the decision-making process and provide clarity on the actions taken. Include details such as the date, time, location, and attendees of the meeting. Clearly state the resolution to add or remove the shareholder and the reasons behind it. Make sure to follow proper formatting guidelines and have the minutes signed by the appropriate individuals.

STEP3: Collect and submit proof of transaction

CASE 1: Buying Shares from Existing Shareholders

If a new shareholder is buying shares from existing shareholders, certain procedures need to be followed to ensure a smooth transfer of ownership. The new shareholder should submit a share buy application, while the existing shareholder should submit a share sell application. These applications outline the terms and conditions of the share transfer and specify the agreed-upon purchase price. It is crucial to involve a lawyer to verify the sale deed and ensure compliance with legal requirements.

Proof of Payment at the OCR

Once the buyer has paid the agreed-upon amount to the seller, it is necessary to submit proof of payment at the Office of the Company Registrar (OCR). Typically, this proof is in the form of a bank statement reflecting the transaction from either the buyer or the seller. The OCR requires this documentation to validate the transaction and update the company’s records accordingly. Make sure to provide accurate and complete proof of payment to avoid any delays or complications.

CASE 2: Buying from the Issued Shares of the Company

If the new shareholder is buying shares from the company’s issued shares, additional considerations come into play. Before proceeding with the share transfer, ensure that the company has enough unpaid but issued capital. If there is insufficient capital, the company needs to issue the necessary shares to accommodate the transfer. However, it is important to note that the company can only issue shares up to the authorized shares limit as specified in its articles of association.

Deposit the Promised Amount at the Company’s Bank Account

In cases where the new shareholder is buying from the issued shares, the buyer must deposit the promised amount into the company’s designated bank account. This deposit serves as confirmation of the buyer’s commitment and facilitates the share transfer process. Ensure that the promised amount is deposited promptly and accurately to avoid any complications or misunderstandings.

STEP 4: Create Minutes of Meeting and Submit Supporting Documents to OCR

To finalize the share transfer process, create minutes of a meeting that passes the resolution to allow the shareholder to sell the shares or permits the company to sell shares. These minutes should include detailed information about the transaction, such as the parties involved, the number of shares, and the purchase price. Along with the minutes, submit all relevant supporting documents, including the proof of transactions, share buy and sell applications, and any other required paperwork, to the OCR for review and approval.

STEP 5: Issue New Share Certificates to Shareholders

Once the OCR approves the share transfer, it is necessary to issue new share certificates to the shareholders involved in the transaction. These certificates serve as legal proof of ownership and should accurately reflect the updated shareholding structure. Ensure that the new share certificates are issued promptly and distributed to the respective shareholders. Keep a record of the issuance for future reference and compliance purposes.

STEP 6: Change of Control Audit

In cases where the shareholding change results in a 50% or more shift in ownership, a change of control audit becomes necessary. This audit assesses the impact of the change on the company’s operations, financials, and governance. It ensures that the company remains compliant with regulatory requirements and identifies any potential risks or challenges associated with the change in control. Engage qualified professionals to conduct the audit and address any issues that may arise during the process.


Q: Can a shareholder be added or removed without the consent of other shareholders?

A: The ability to add or remove a shareholder without unanimous consent depends on the company’s articles of association and applicable laws. In some cases, specific provisions may allow for such actions with a majority vote or under certain circumstances. It is important to review the company’s governing documents and seek legal advice to determine the requirements and procedures.

Q: What are the legal implications of adding or removing a shareholder?

A: Adding or removing a shareholder has legal implications that vary based on the jurisdiction and the company’s governing documents. It may impact voting rights, profit distribution, decision-making processes, and other aspects of shareholder rights and obligations. To ensure compliance and avoid legal issues, consult with legal professionals who specialize in corporate law.

Q: Are there tax implications associated with adding or removing a shareholder?

A: Adding or removing a shareholder can have tax implications, such as capital gains tax, stamp duty, or other taxes based on the jurisdiction and the nature of the transaction. It is crucial to consult with tax experts who can provide guidance on the specific tax implications and strategies to optimize tax efficiency.

Q: What role does the Office of the Company Registrar (OCR) play in the share transfer process?

A: The Office of the Company Registrar (OCR) plays a crucial role in regulating and overseeing company-related transactions, including share transfers. The OCR ensures compliance with legal requirements, maintains updated records of company ownership, and reviews and approves share transfer applications and supporting documents.

Q: How long does the share transfer process typically take?

A: The duration of the share transfer process can vary based on various factors, including the complexity of the transaction, the efficiency of document preparation, the response time of the OCR, and other administrative procedures. It is advisable to allow sufficient time for each step and anticipate potential delays to ensure a smooth and timely transfer.

Q: What are the key documents required for the share transfer process?

A: The key documents required for the share transfer process include share buy and sell applications, proof of payment, minutes of meetings, updated share certificates, and any other supporting documents as per the jurisdiction and regulatory requirements. Consult with legal professionals or company secretaries to ensure all necessary documents are prepared accurately and in compliance with relevant laws.


Adding or removing a shareholder is a significant decision that requires careful consideration, proper documentation, and compliance with legal and financial requirements. By following the steps outlined in this guide, you can navigate the process with confidence and ensure a smooth transition.