Business Legalization Masterclass: From Registration to Compliance

​1. The OCR Registration Journey

• Complete company-registration process at OCR

• What happens before, during and after registration

• Role of the founder

• Role of company secretary/legal professionals

• What the OCR checks

• Common registration problems and rejection points

2. Understanding Company Documents

• MOA — what it is and why it matters

• AOA — what it is and why it matters

• Certificate of Incorporation

• Shareholder and director information

• Registered office information

Not: How to draft an MOA/AOA.

Instead: What founders need to understand before approving/signing them.

3. Registration Costs & Timeline

• Government fees and revenue

• Professional/service costs

• Expected timeline

• Common hidden delays and mistakes

4. After Incorporation

• What happens immediately after company registration

• Initial corporate requirements

• Company records

• Share structure

• Founder responsibilities after incorporation

5. Proprietorship to Private Limited

• When conversion makes sense

• What changes after conversion

• Ownership and structural implications

• Practical considerations before conversion

1. PAN & VAT

• PAN registration

• VAT registration

• PAN vs VAT

• When VAT becomes relevant

• What changes after VAT registration

• Founder responsibilities regarding tax registration

2. EXIM Code

• What EXIM Code is

• Who needs it

• Import/export implications

• Registration process overview

• Documents and parties involved

3. Licenses & Sector-Specific Approvals

• Why some businesses need additional licenses

• Understanding sector-specific approvals

• Examples of industries requiring additional approvals

• Who handles these registrations

• What founders need to monitor

4. Founder’s Regulatory Map

Understanding the relationship between:

OCR → PAN → VAT → EXIM → Industry/Sector Approvals

​1. The First Things a Founder Must Know After Registration

• 10 key rules after company registration

• Company office requirements

• Registered address

• Address updates — Section 184

• Company signboard

• Company records

2. Share-Related Compliance

• Share allotment — Section 31

• Understanding shareholder records

• Changes in shareholding

• What founders should check before approving share-related changes

3. MOA & AOA Amendments

• When amendments become necessary

• Section 21

• What can trigger an amendment

• Founder approval and decision-making

• Role of professionals in the amendment process

4. Founder’s Compliance Responsibility

• What founders must personally monitor

• What can be delegated

• What should never be ignored

• How to know whether your company is compliant

​1. Annual Company Reporting

• AGM requirements — Section 76

• Annual Return — Section 80

• Audited financial statements

• What information founders receive

• What founders should review before approval

2. Non-Compliance

• Fines and penalties — Section 81

• Consequences of late/non-filing

• Corporate and financial risks

• How founders can prevent compliance failures

3. TDS in Nepal

• What TDS is

• When TDS applies

• Understanding TDS rates

• TDS calculation — founder-level understanding

• TDS return filing

• Who normally handles TDS

• What founders should monitor

4. VAT in Nepal

• VAT registration

• VAT calculation

• Input and output VAT

• VAT returns

• VAT adjustments

• Founder-level VAT monitoring

5. Financial Statements

• What an audited financial statement contains

• Balance Sheet

• Profit & Loss

• Cash Flow

• What founders should look at

• Understanding the financial health of the company

Focus: The founder doesn't prepare the return or financial statements. The founder understands what is being filed and whether the numbers make sense.

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​1. Directors

• Appointment of directors — Section 92

• Director disclosure requirements

• Responsibilities of directors

• What directors can and cannot do

• Founder vs director responsibilities

2. Company Secretary

• Role of Company Secretary — Section 107

• Why companies need one

• What the Company Secretary handles

• What founders should expect from the Company Secretary

3. Auditor

• Auditor appointment — Section 110

• Role of the auditor

• Auditor's responsibilities

• What an auditor checks

• Understanding the audit process

• What founders should ask their auditor

4. Company Records

• Shareholder records

• Debenture records

• Director records

• Corporate documents

• Why maintaining accurate records matters

5. Founder’s Governance Checklist

Founders should know:

Who is responsible → What they do → What document is produced → What the founder needs to approve/check

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​1. Labour Law

• Labour law applicable to businesses in Nepal

• Employer responsibilities

• Employee rights

• Employment documentation

• Working conditions

• Leave and working hours

• Employee-related compliance requirements

2. Employee Records & Compliance

• What records a company should maintain

• Employee documentation

• Payroll-related compliance

• What founders should monitor

3. Social Security / Employee Compliance

• Understanding applicable social-security requirements

• Employer responsibilities

• Employee contribution responsibilities

• Compliance timeline

• Consequences of non-compliance

4. Founder’s Role

• What HR/accounting professionals handle

• What the founder must understand

• What founders should regularly review

• Common compliance mistakes

​1. Business Banking

• Setting up business banking

• Company bank accounts

• Business vs personal transactions

• Banking records

• Banking relationships

• What banks look for in a business

2. Business Financing

• Why businesses require financing

• Different business financing requirements

• Working capital requirements

• Understanding business loans

• Debt and repayment obligations

3. Business Loan Process — Founder’s Perspective

• How the loan process works

• What banks evaluate

• Financial statements

• Business performance

• Tax compliance

• Banking history

• Collateral

• Promoter contribution

• Approval and disbursement process

• Repayment and monitoring

4. What the Founder Needs to Know

Not:

“How to prepare a loan application.”

Instead:

“What is the bank asking for, why are they asking for it, who prepares it, what should I review, and what am I committing the company to?”

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​1. Scaling Operations

• What changes when a company grows

• Increased compliance requirements

• Changes in ownership

• Changes in capital

• Changes in business activities

• Maintaining compliance while scaling

2. Bonus Shares

• What bonus shares are

• Section 179

• Why companies issue bonus shares

• When it makes sense

• Founder/shareholder implications

3. Mergers & Acquisitions

• Understanding M&A in Nepal

• Section 177

• Why companies merge/acquire

• What happens during an M&A

• Founder/shareholder implications

• Regulatory considerations

4. Common Growth Mistakes

• Growing without proper compliance

• Poor company records

• Incorrect share structures

• Ignoring statutory requirements

• Weak documentation

• Poor financial controls

​1. Trademark & Brand Protection

• Why trademark registration matters

• Trademark registration process

• Costs

• Intellectual property considerations

• Preventing brand duplication

• Brand disputes

2. Founder’s Complete Company View

Bring together everything learned:

Registration

↓

Tax & Regulatory Setup

↓

Corporate Compliance

↓

Financial Reporting

↓

Governance

↓

Labour Compliance

↓

Banking & Financing

↓

Growth

3. Practical Case Study

From Business Idea → Registration → Compliance → Growth

Participants follow a fictional Nepalese company through:

• Choosing its structure

• Registering the company

• Setting up PAN/VAT

• Managing corporate compliance

• Handling annual reporting

• Managing directors/shareholders

• Managing employee compliance

• Working with the bank

• Taking business financing

• Protecting the brand

• Issuing bonus shares

• Considering an M&A opportunity

• Scaling while remaining compliant

4. Founder’s Master Checklist

At the end of the course, the founder should be able to answer:

• What is happening?

• Why is it required?

• Who handles it?

• What document is involved?

• What decision do I need to make?

• What should I review?

• What happens if we don't comply?