The short version:
Under Section 35A of the Asset (Money) Laundering Prevention Act 2064, anyone who holds 15% or more of a company’s shares or capital — directly, indirectly, jointly or through someone else’s name — or who is otherwise its ultimate beneficial owner, must be disclosed to the registering office. OCR’s directive of 2082/01/23 (6 May 2025) applies it: new companies declare at registration, existing companies update, and buyers declare on every share transfer. Changes are reported within three months. Hiding a beneficial owner risks confiscation of the capital plus a fine of NPR 10–50 lakh.
Why This Exists Now
Nepal’s 2023 mutual evaluation rated it only partially compliant on FATF Recommendations 24 and 25 — knowing who stands behind companies and trusts. It found little beneficial-ownership information at the OCR, no timeframe in company law for updating it, and unclear penalties.
The answer was an amending Act authenticated on 2080/12/30 (12 April 2024), which amended the Asset (Money) Laundering Prevention Act alongside many other laws. The Assets (Money) Laundering Prevention Rules, 2081 set out the procedure in Rules 76–79. OCR’s directive followed a year later, citing both the Companies Act 2063 and the AML Act.
Who Is a Beneficial Owner?
The Act defines a beneficial owner as a natural person who, as ultimate beneficiary or owner, directly or indirectly owns, controls, directs or influences a legal person, property or transaction. A company is never a beneficial owner; you look through it to the people behind it.
For a company, the working test has three layers:
| Test | Who it catches |
|---|---|
| Ownership | A natural person (or a single family household) holding 15% or more of the shares, capital or voting rights — counting holdings through other companies proportionately |
| Control | Anyone who controls the company without that stake: special or differential voting rights, control through loans or debt instruments, the right to appoint directors or senior managers, or ownership held in another person’s name |
| Fallback | If nobody qualifies under either test, the senior official running the company as director is identified |
10%, 15% or 25%? Some published guides give the Nepal threshold as 10%, others as 25%. The Act’s Section 35A(1) and Rule 76(1) of the Rules both say fifteen percent, and that is the figure the Inland Revenue Department’s 2026 beneficial-ownership guidance quotes. We use 15%. Note too that control alone makes someone a beneficial owner, at any shareholding.
Indirect holdings
Multiply through the chain. If Company A owns 60% of your Pvt. Ltd. and Ms. Sharma owns 30% of Company A, her effective stake is 18% — she is a beneficial owner though her name is nowhere on your share register. Ratopati reported the directive as aimed particularly at holding companies.
Who Must Disclose
- New companies: Section 35A(2) bars the registering office from incorporating a company until the beneficial owner details are in. In practice the declaration is part of the registration application for every shareholder.
- Existing companies: Section 35A(7) gave entities already in existence one year from the section’s commencement to submit, and OCR’s 2082 directive told all registered companies to update their beneficial owner details without delay (अविलम्ब). It names no separate cut-off date.
- Firms and others: the same section covers private firms, Partnership Firms and cooperatives; they disclose to their own registering office, not the OCR.
Rule 76(2) lets the office prioritise by risk: a company with paid-up capital under NPR 1,00,00,000, or a person holding shares worth under NPR 10,00,000, may submit when the office decides. That is sequencing, not exemption; OCR’s directive covers all companies.
What You Disclose, and How on CAMIS
Rule 76(1) lists what the company must obtain from its shareholders, by self-declaration where necessary:
- whether an individual or a single family holds 15% or more, directly or through other entities;
- any special voting rights, control through debt, or ownership held in another person’s name;
- for nominee shareholders or directors, whether the person nominating them is the real owner;
- any right to appoint directors or senior management.
Under Rule 77 the details are certified by the company and submitted by its chief executive or a designated senior employee.
We have not found a written, step-by-step OCR guide to the beneficial owner screens in CAMIS, and the system has been revised several times since 2082, so we do not reproduce screen names here. What reliably holds:
1. Map the ownership chain
- From the share register, trace every corporate shareholder through to natural persons and compute effective stakes.
2. Collect self-declarations
- A signed declaration from each shareholder that they are the beneficial owner of their shares — or naming who is, with citizenship or passport details.
3. Submit through the company’s CAMIS login
- Enter the beneficial owner details against the company record, attach the certified declarations, and keep the acknowledgement. Where the screens and the law seem to disagree, confirm with the OCR help desk.
When the Shareholding Changes
Rule 76(3) sets the clock: details go to the registering office within three months of registration, of a licence application, or of any change in ownership or control. In company practice the main trigger is a share transfer, and OCR has closed the gap there: under the 2082/01/23 directive the buyer self-declares at every transfer whether anyone else holds a beneficial interest in the shares. The full transfer process is in our guide to share transfer in Nepal.
Other triggers: a new share issue, a change in who owns a corporate shareholder, or an agreement or loan giving someone control. The company must keep the records for five years after a person stops being a beneficial owner (Section 35A(5)).
The annual return
The annual return is where an out-of-date record surfaces. We check the beneficial owner record against the share register every year when preparing the return, because a declaration that no longer matches the shareholder record is easy to spot and slow to fix later. The yearly cycle is set out in annual compliance for a Pvt. Ltd. and the filing itself in how to file the annual return on CAMIS.
Nominee Shareholders
Holding shares for someone else is not itself banned, but it can no longer be invisible. Section 35A(1) expressly covers capital invested “in or through any other person’s name”, and Rule 76(1)(f) requires the company to establish whether whoever stands behind a nominee shareholder or director is a beneficial owner. A relative listed as shareholder for someone abroad is exactly the case the rule targets. The real owner must be declared — and is the one fined under Section 35A(4) if not.
Bearer shares are flatly prohibited for a Nepali company (Section 35A(3)).
Bank KYC
Banks already identify a corporate customer’s beneficial owner under Section 7C, using the same 15% test. Two links now tie that to the OCR record:
- Section 35C(2) obliges the company to disclose its beneficial owner when it becomes a client of a bank or other reporting entity.
- Rule 6(6) tells banks to obtain beneficial owner details from the registering office when updating KYC, and Rule 76(4) lets the registering office verify a company’s declaration against the banks’, the FIU’s and the tax office’s records.
The practical consequence: what you tell the bank and what you tell OCR have to match. The IRD guidance’s KYC checklist for a company customer includes the personal details of every shareholder holding 15% or more, the company’s own beneficial owner statement, and a self-declaration that the named shareholders are the beneficial owners.
Penalties
| Failure | Consequence | Source |
|---|---|---|
| Beneficial owner not disclosed, or false details | Capital to the extent undisclosed or falsified is confiscated, plus a fine of NPR 10,00,000–50,00,000 on the beneficial owner; reported to the FIU | s.35A(4) |
| Company fails to keep basic details public, or to disclose its beneficial owner to a bank | Fine of NPR 5,00,000–50,00,000 on the company | s.35C(3) |
| Documents not produced when the registrar asks | 35 days to produce them; ownership or transactions frozen if not; 15 days to explain before confiscation and fine | Rule 76(6)–(9) |
| New company without the details | Not registered | s.35A(2) |
The NPR 10–50 lakh range quoted by some firms is accurate, but it falls on the person who hid, not the company. Penalised persons are listed on the registering office’s website (Rule 76(10)). We have not seen a reported case of OCR imposing these penalties, so how strictly they are enforced is not yet known.
What Commonly Trips Companies Up
- Treating it as a new-company rule. Companies registered years ago assume the declaration was for new registrations only. Section 35A(7) and OCR’s directive both reach existing companies.
- Stopping at the share register. A corporate shareholder is not an answer; the people behind it are.
- Forgetting control. A 5% holder who appoints the managing director is a beneficial owner.
- Missing the three-month window after a transfer, a fresh issue or a change upstream in a holding company.
- Inconsistent records between OCR and the bank’s KYC file, now cross-checkable under Rule 76(4).
Not sure your record is right? We map the ownership chain, prepare the declarations and update CAMIS as part of our company compliance services, alongside the annual return and auditor appointment.
Frequently Asked Questions
What is the beneficial owner threshold in Nepal?
15% of shares, capital or voting rights, held directly or indirectly, under Section 35A of the Asset (Money) Laundering Prevention Act 2064 and Rule 76 of its Rules. Anyone who controls the company by other means is also a beneficial owner, whatever their shareholding.
Do existing companies have to declare beneficial owners?
Yes. Section 35A(7) gave companies already registered one year from the section’s commencement, and the Registrar’s directive of 2082/01/23 told all companies to update their beneficial owner details without delay.
How soon must a change in beneficial ownership be reported?
Within three months of the change in ownership or control (Rule 76(3)). On a share transfer, the buyer also self-declares beneficial ownership as part of the transfer itself.
What is the penalty for not disclosing a beneficial owner?
The undisclosed capital can be confiscated and the beneficial owner fined NPR 10–50 lakh (Section 35A(4)). A company that fails to disclose its beneficial owner to its bank faces a separate fine of NPR 5–50 lakh (Section 35C(3)).
Are nominee shareholders allowed in Nepal?
A shareholder may hold shares for someone else, but the person behind the nominee must be declared as the beneficial owner if they meet the 15% or control test. Bearer shares are prohibited outright.
About this guide. Written Kartik 16, 2083. Sections 35A, 35B, 35C and 7C of the Asset (Money) Laundering Prevention Act 2064 and Rules 6 and 76–79 of its Rules are quoted from the Inland Revenue Department’s Guidance on Beneficial Ownership, 2026, cross-checked against Nepal Laws’ text of Section 35A. The 2080/12/30 date of the amending Act is from Nepal Laws’ amendment listings; we have not confirmed from the Gazette that it is the amendment that inserted Section 35A, nor the date that section commenced, so the end of the one-year window for existing companies is not stated here. The OCR directive is from its notice of 2082/01/23 on ocr.gov.np and Ratopati’s report of 24 Baisakh 2082; the notice itself is an image we could not read in full. FATF findings are from the 2023 Mutual Evaluation Report as summarised by the IRD. Claims in circulation of a 10% or 25% threshold, a 30-day update period or NPR 5,000–50,000 fines do not match the Act and Rules, and we have not used them.
Get Your Beneficial Owner Record Right
We trace the ownership chain, prepare the shareholder declarations, update CAMIS and keep it current through every share transfer and annual return.
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