What is a Share Certificate, and when shall a company issue and verify a share certificate?

By arjunbhattarai | Published: December 11, 2020 | Updated: January 9, 2026

A Share Certificate is the ultimate proof of ownership in a company. When you register a company in Nepal, the initial paperwork only indicates an “agreement to buy shares.” The actual ownership is confirmed only when the Share Certificate (Share Pramanpatra) is issued and verified by the Office of the Company Registrar (OCR). This entire process of recording share ownership is locally known as Share Lagat (शेयर लागत).

Key Concept: Authorized vs. Paid-Up Capital

A company can issue shares up to its Authorized Capital limit. Founders promise to buy specific shares during registration (Memorandum of Association). However, they only become true owners once they deposit the money into the company bank account and receive the sharecertificate.

1. What is a Share Certificate?

A Share Certificate is a legal document issued by a company to its shareholders. It acts as prima facie evidence that the individual named in the certificate is the owner of the shares specified therein.

In the context of Nepali corporate law, once the shareholders pay the agreed capital amount (money or equivalent) to the company, the company must produce and provide a share certificate. This document proves the ownership of that specific portion of the company.

Sample format of a standard Share Certificate issued by a private limited company in Nepal showing ownership details. — Figure: A standard sample format of a Share Certificate used by companies in Nepal.

2. Understanding “Share Lagat” and “Share Darta Kitab”

To fully understand the share issuance process in Nepal, you must be familiar with two critical terms: Share Lagat and Share Darta Kitab.

Term	Description
Share Lagat (शेयर लागत)	This refers to the official record or filing of share details at the OCR. It is the process of updating the government that “Yes, the money has been collected, and shares have been distributed.”
Share Darta Kitab (शेयर दर्ता किताब)	Also known as the Shareholders Register. Every company must maintain this internal register book recording the names, addresses, and share details of all members. The share certificate number is recorded here.

3. When to Issue and Verify Share Certificates?

Many new business owners in Nepal make the mistake of thinking the registration certificate is enough. It is not. The process of Share Lagat usually happens after company registration.

The Timeline: Every private company must submit shareholding details to the OCR within a specified period (typically recommended within 3 months to 1 year of operation).
The Promise: During company registration, founders sign the MOA/AOA promising to buy shares.
The Action: After registration, the company opens a bank account. Shareholders must deposit their promised amount. Once deposited, the company issues the certificate, and the OCR verifies it.

4. Step-by-Step: How to Get Your Share Certificate Verified

If you have registered a company, here is what you must do to complete your Share Lagat process and get legal share certificates:

Step 1: Deposit the Capital

Each shareholder must deposit the amount equivalent to the total share price they agreed to buy into the company’s official bank account. Obtain the bank statement or voucher as proof.

Step 2: Board Meeting & Decision

Conduct a Board Meeting. Pass a resolution (minute) stating that the capital has been received and the board has decided to issue share certificates to the respective shareholders.

Step 3: Auditor Verification

Prepare a letter stating the payment of paid-up capital. This must be signed and verified by a licensed auditor.

Step 4: Update Share Darta Kitab

Record the details of the issue in the company’s Share Darta Kitab (Shareholders Register).

Step 5: Submit to OCR

Submit the following documents to the Office of the Company Registrar (OCR):

The Share Certificates (for stamping/verification).
Meeting Minutes (Board Resolution).
Bank Statement showing capital deposit.
Auditor’s confirmation letter.
Share Lagat fees (if applicable).

Once submitted, the OCR checks all documents. If satisfied, they will digitally sign or stamp the certificates, making them legally valid.

📋 Checklist: Documents Required for OCR Verification

Make sure you have these ready before visiting the Office of the Company Registrar:

Original Share Certificates (to be signed by OCR).
Share Lagat Form.
Minutes of the Board Meeting (Approving share issuance).
Bank Statement (Proof of capital deposit by shareholders).
Application requesting the approval of the minutes
Authority letter if someine is submitting documents on your company’s behalf

Frequently Asked Questions

Share lagat bhaneko k ho? (What is Share Lagat?)

Share Certificate and the record of its issuance is collectively called Share Lagat (शेयर लागत) in Nepali. It is the process of legally recording that shareholders have paid for their shares. You generally need to distribute the shares and notify the OCR within one year of forming your company.

I registered my company 8 months ago. Is it too late?

No, it is not too late. However, you should start the process immediately. The standard practice is to complete the Share Lagat within the first year. If you delay beyond the fiscal year, you might face issues during your annual audit or tax clearance.

Should a Share Certificate be issued every year?

No. A sharecertificate is a one-time issuance for a specific block of shares. You do not need to renew it every year. You only need to issue new certificates if:

The company issues new shares (Capital Increment).
Shares are transferred from one person to another (Share Transfer).
A certificate is lost or damaged (Duplicate Issue).

What is the difference between Share Certificate and Share Darta Kitab?

The Share Certificate is the document held by the shareholder as proof of ownership. The Share Darta Kitab is the master record book kept by the company that lists all certificates issued. If there is a dispute, courts often look at the Share Darta Kitab as the primary evidence.

Need Help with Share Lagat?

Don’t let paperwork delay your business. Whether it’s issuing Share Certificates or updating your Share Darta Kitab at the OCR, our experts at BizSewa are here to handle it for you.

Message us on WhatsApp