How to sell shares in Nepal: TMS, EDIS in MeroShare, charges and tax

Every sale on the Nepal Stock Exchange (NEPSE) goes through a licensed broker. Online, that means the broker's Trade Management System (TMS), at an address such as tms45.nepsetms.com.np, where the number is your broker's. NEPSE's own help page says each broker runs the TMS its clients use, so a login or order problem goes to the broker first.

Before the first sale you need:

• A demat account with a depository participant (DP), such as a bank, a bank's capital company or a broker. Its 16-digit number is your BOID. CDSC's bylaws let a DP charge Rs 50 to open it and Rs 100 a year to keep it.
• MeroShare, CDSC's online service, which you use to transfer the shares after every sale. It costs Rs 50 a year.
• A TMS account with a broker, with a client code linked to your BOID. The broker gives you the login.
• A bank account in your own name, recorded with the broker and the DP. A broker may pay clients only through a bank (SEBON's broker regulation, rule 30).
• Details that match. If TMS rejects your citizenship number, date or place of issue, NEPSE says to email the broker your BOID, client code and the correct details.

1. 1Check how many shares you hold in MeroShare before you sell. NEPSE warns that the holding TMS shows can differ from CDSC's during trading, and selling more than you own leads to a closeout.
2. 2Log in to TMS during trading hours. NEPSE trades Monday to Friday from 11 am. The regular session has closed at 3 pm.
3. 3Open Order Management, then Buy/Sell, and switch the order to Sell.
4. 4Enter the company's symbol, the number of shares, your price and how long the order stays valid, then press Sell.
5. 5Watch the order book. An order stays open until a buyer matches it. It shows as partially traded if only some shares sell, and completed when all do. A completed or cancelled order cannot be edited.
6. 6Note the day of the sale. That day is T. The transfer in MeroShare is due by the next working day.

A sale in TMS does not move the shares. You must also tell CDSC to take them out of your demat account and hand them to the broker for settlement. MeroShare does this online under My EDIS, the electronic delivery instruction. CDSC's manual says to do it within one working day of the sale (T+1).

Before it lets you transfer, MeroShare needs two things for each company: the cost of your shares (the WACC) and how long you have held them. If either is pending, it says so, and you fill it in first.

1. 1Log in to MeroShare and open My EDIS, then the Transfer Shares tab.
2. 2If the WACC is pending, open My Purchase Source, choose the company on the Purchase Source tab and press Search. Check each purchase, tick it and press Proceed. If a price is wrong and you have proof, type the real price, describe the proof under Remarks, tick the declaration and press Update.
3. 3If the holding period is pending, open the My Holdings tab, choose the company and press Search. MeroShare marks shares held more than 365 days LT and the rest ST. Select them, press Proceed, tick the declaration and press Update.
4. 4Go back to My EDIS and Transfer Shares. Press View Details beside the settlement ID, select your sale and press Proceed.
5. 5Tick the box that agrees to transfer the shares to your broker and confirms the sale was your own order, then press Confirm. Your broker receives the details and uses them for the tax.

NEPSE trades settle on T+2, two working days after the sale. CDSC loads the day's trades on T, takes in the shares and the money by noon on T+2, works out the capital gains tax and any closeout that day, and pays the brokers.

Your broker must then pass the money on the day it receives it or the next (SEBON's broker regulation, rule 31). So money from a Monday sale is due in your bank on Wednesday or Thursday. Working days follow the market: Monday to Friday since 6 April 2026, less public holidays.

Three charges come off every sale, and capital gains tax comes off any gain. The broker's rate depends on the size of the sale and applies to the whole amount, not band by band. These are the rates in force on 29 October 2026.

• Buying costs the same three charges, added to the price, and that total becomes your cost. CDSC charges the Rs 25 both ways because it counts taking shares out of an account and putting them in as a transfer.
• The Rs 10 minimum applies to sales under about Rs 2,778, where 0.36% comes to less than Rs 10.
• The rates last changed on 1 Jestha 2081 (14 May 2024), when SEBON cut each band. The smallest trades went from 0.40% to 0.36%. A page that still quotes 0.40% is out of date.
• A 0.014% SEBON fee was proposed in October 2023, but it is not in the regulation. The consolidated text of July 2025 still says 0.015%.
• Debentures and mutual fund units carry lower commission: 0.15% up to Rs 5 lakh, 0.12% to Rs 50 lakh and 0.10% above, at least Rs 10, with a 0.010% SEBON fee. Government bonds cost less again. The share calculator is for shares only.

These are the share calculator's own figures. Both sellers bought in the market, so the buying charges are part of the cost. The first paid Rs 50,000 + Rs 180 commission + Rs 7.50 SEBON fee + Rs 25 DP charge = Rs 50,212.50. The second paid Rs 2,40,000 + Rs 792 + Rs 36 + Rs 25 = Rs 2,40,853.

From 2083/84 a resident individual pays 7.5% of the gain on listed shares held more than 365 days and 10% on shares held 365 days or less. Until 2082/83 the rates were 5% and 7.5%. The IRD's booklet on the Finance Act 2083 sets this out, and its rate sheet for 2083/84 agrees.

The tax comes off before you are paid. The Income Tax Act (section 95क) makes the body that runs the stock exchange collect it. In practice CDSC works it out at settlement and the broker pays you what is left. The IRD treats it as final for anyone who does not choose to declare that income in a return.

The gain is measured from your WACC. Since the Finance Act 2076 the gain has been worked out on the weighted average cost of all your shares in that company on the day you sell (section 95क(2क)). MeroShare keeps that average from your purchase records, which is why it asks you to confirm them before EDIS.

• The 365 days run from the date the shares were transferred to you, as CDSC's records show.
• Shares of different ages. MeroShare marks each lot LT or ST. A sale counts shares exempt after a merger first, then long-term shares, then short-term ones.
• No gain, no tax. A sale at a loss pays no capital gains tax, though the charges still apply. Each sale is taxed on its own at settlement. Whether a loss can be set against other gains in a return is a question for a tax adviser.
• These rates are for resident individuals. Companies and non-residents pay other rates under the same section.
• A wrong WACC changes the tax. If a wrong figure was confirmed, CDSC resets it on its WACC Reset form for Rs 100 a company, with a copy of your citizenship, the bank voucher and a declaration that the new figure is true.

IPO, bonus and right shares sell like any others: a TMS order, then EDIS. What differs is when you can sell them and what MeroShare counts as their cost.

• IPO shares can be sold once the company is listed on NEPSE and the shares are in your demat account. SEBON's issue regulation locks in promoter shares, the employees' quota and shares sold to residents of a project's affected area for three years. It sets no lock-in on shares allotted to the general public. Their cost is the price you paid, Rs 100 a share for most issues, with no buying commission.
• A small IPO sale, worked through. Ten shares bought at Rs 100 and sold at Rs 450 within a year bring Rs 4,500. Commission is Rs 16.20, the SEBON fee Rs 0.67 and the DP charge Rs 25, which leaves Rs 4,458.13. The gain is Rs 3,458.13 and the tax at 10% is Rs 345.81, so you receive Rs 4,112.31. In the calculator, tick My buy price is MeroShare WACC and enter 100.
• Bonus shares are taxed when they are issued. The Income Tax Act counts a bonus issue as a distribution of profit (section 53), so the company withholds the 5% dividend tax on the shares' face value (sections 88 and 92). That is Rs 5 for each Rs 100 bonus share, or Rs 50 on a 10% bonus on 100 shares.
• Paying the bonus tax. Companies often declare a small cash dividend with the bonus to cover the tax. Where there is none, the company or its share registrar (RTA) asks shareholders to pay it. Follow its notice.
• The cost of a bonus or right share for capital gains tax is not settled in any rule we could find. The IRD told NEPSE in 2075 to take the face value, Rs 100, as the cost. The Finance Ministry then set up a working group and told the market to carry on as before. Check the cost MeroShare shows in My Purchase Source before you confirm EDIS.
• Right shares are bought at the price the company sets, usually Rs 100, and can be sold once they are listed and in your demat account.
• Promoter shares cannot be sold until three years after the IPO allotment (issue regulation, rule 38). After that they are sold through a broker too. Ask yours how that company's promoter shares trade.

Not on the stock exchange. SEBON's listing and trading regulation has brokers buy and sell for their clients (rule 17), and lets investors enter orders online only through a broker. Placing the order yourself in TMS is still a sale through your broker.

Shares can move between demat accounts outside the market only in a few cases, set by CDSC's bylaws (bylaw 30) and SEBON's listing regulation (rule 23). A private sale for money is not one of them.

• EDIS missed. If the shares have not reached the broker by noon on T+2, CDSC closes out the shortfall. The shares you did not deliver are not paid for, the broker pays CDSC their trade value plus 20% (CDSC settlement bylaws, 21), and the broker may recover that from you.
• Sold more than you hold. The same closeout follows. Check MeroShare before you sell, not only TMS.
• WACC pending. EDIS waits until you confirm the purchase sources. Shares bought long ago, dematerialised from paper certificates or received by transfer may need the price typed in, with proof.
• WACC wrong after confirming. Apply to CDSC on its WACC Reset form: Rs 100 a company, a copy of your citizenship and the bank voucher.
• Holding days wrong. If MeroShare marks shares ST that you have held more than 365 days, enter the real period under User Defined Holding Days, with the proof in Remarks.
• The order will not go in. NEPSE can set a minimum and maximum quantity for an order (listing regulation, rule 16). For a few odd shares, such as those left by a bonus, ask your broker how to sell them.
• The broker does not pay. It must pay within a day of receiving the money. Complain to NEPSE's surveillance department or to CDSC. CDSC can bar a broker from trading, or make it pay 20% a year interest on the money held back.
• TMS login or order problems go to your broker, which runs the system. NEPSE asks to be contacted only if the broker cannot help.