The Legal Framework for Company Registration in Nepal
The Companies Act, 2063 (2006) governs company formation in Nepal. The Office of the Company Registrar (कम्पनी रजिस्ट्रार), commonly referred to as OCR, oversees the registration process and maintains records of all registered companies in the country.
Once a company registers with OCR, it becomes a separate legal entity. This means the company can own property, enter contracts, and face legal proceedings in its own name, independent of its shareholders. This separation of legal identity is one of the key advantages of formal company registration in Nepal.
Types of Companies You Can Register in Nepal
The Companies Act recognises several structures. Choosing the right one depends on your business goals, the number of shareholders involved, and whether you plan to raise capital from the public.
Private Limited Company. This is the most common structure for small to medium businesses. A private limited company can have between one and 101 shareholders, restricts the transfer of shares, and cannot invite the public to subscribe for shares. Most local businesses and foreign-owned ventures use this structure.
Public Limited Company. A public limited company needs at least seven shareholders and allows free transfer of shares. It faces stricter regulatory requirements than a private company, and OCR subjects it to greater scrutiny. This structure suits businesses planning to list on the stock exchange or raise significant capital.
Single Shareholder Company. One individual or entity fully owns this structure. It suits sole operators who want the protection of limited liability without bringing in other shareholders.
Non-Profit Distributing Company. Established for charitable, educational, or social purposes, this structure prohibits distributing profits to members. NGOs and social enterprises commonly use it.
Foreign Company. A foreign company wanting to operate in Nepal registers a branch or liaison office. This requires prior approval from the Department of Industry and carries specific foreign investment conditions.
Step-by-Step: How to Register a Company in Nepal
The company registration in Nepal process runs through six clear stages. Each stage builds on the previous one, so completing each correctly the first time saves significant time overall.
Step 1: Reserve Your Company Name
Start by reserving a unique name through the OCR online portal at www.ocr.gov.np. Create an account, search for name availability in both English and Nepali, and submit up to three name preferences in order of priority.
OCR rejects names that duplicate existing companies, use single words without qualifiers, or contain offensive or restricted terms. Once OCR approves a name, you must proceed to registration within 90 days. After that, the reservation expires and you start again.
Step 2: Prepare and Submit Your Documents
After name approval, prepare your core formation documents and submit them at the OCR office. The two most important documents at this stage are the Memorandum of Association (MOA) and the Articles of Association (AOA).
The MOA defines the company’s objectives, authorised capital, and the identity of founding shareholders. The AOA sets out internal governance rules, including how directors make decisions, how meetings run, and how the company handles share transfers. Both documents must comply with the Companies Act 2063, and all shareholders must sign every page.
Together with these documents, submit citizenship certificates and photographs of all shareholders, proof of the registered office address, a no-objection letter from shareholders, and a power of attorney if an agent files on your behalf.
Step 3: OCR Reviews Your Documents
OCR examines everything you submitted for completeness and legal compliance. Inspectors check that your stated objectives are lawful, that the online submission matches the physical documents, and that all signatures are in place. If OCR finds errors or gaps, they return the application for correction.
This step is where most delays occur. Common problems include unsigned pages, mismatched information between online and physical submissions, and objectives that fall outside permitted categories. Preparing documents carefully at step two avoids these setbacks.
Once OCR approves the documents, pay the government registration fee. The fee scales with your authorised capital, starting at NPR 1,000 for capital up to NPR 100,000 and reaching NPR 30,000 for capital above NPR 50,000,000.
Step 4: Receive Your Company Registration Certificate
After payment, OCR issues the official company registration certificate (व्यापार दर्ता प्रमाणपत्र). Review every detail on this certificate carefully, including the company name, shareholder information, and authorised capital. Report any discrepancies to OCR immediately, as corrections become harder to make once the certificate is finalised.
This certificate marks the formal legal existence of your company. You will need it for every subsequent registration and compliance step.
Step 5: Register for PAN and VAT
After receiving your company registration certificate, register for tax at the Inland Revenue Department (IRD). Apply online through the IRD portal and then visit the IRD office with your certificate, MOA, AOA, citizenship documents of directors, and your registered office lease agreement.
PAN registration enables lawful business transactions and banking. VAT registration applies if your annual turnover exceeds the relevant threshold. Confirm the current VAT threshold with the IRD at the time of registration, as it can change with each fiscal year’s budget.
Step 6: Complete Post-Registration Compliance Within Three Months
Company registration in Nepal does not end with receiving the certificate. Within three months of registration, your company must hold its first board meeting and record the minutes, appoint an auditor, issue share certificates to shareholders, file a return of allotment of shares with OCR, and register with the local ward office where your registered office is located.
In addition, companies with employees must register with the Social Security Fund (SSF) at ssf.gov.np. Employers contribute 11% of each employee’s salary, and employees contribute a further 31% of their portion. SSF provides medical, accident, and retirement coverage. Failure to comply attracts penalties under the Companies Act and associated labour regulations.
Documents Required for Company Registration in Nepal
When both parties hold Nepali citizenship, gather the following before you begin.
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Completed OCR application form
- Citizenship certificates of all shareholders (copies)
- Passport-sized photographs of all shareholders
- No-objection letters from all shareholders
- Lease agreement or ownership document for the registered office
- Power of attorney, if a representative files on your behalf
- Board resolution (where directors have already been appointed)
- Sector-specific approvals, if your business operates in a regulated industry
Foreign investors need additional documents, including a valid passport, visa documentation, and prior approval from the Department of Industry. All documents must appear in Nepali or English. Any document in another language needs a certified translation before submission.
Company Registration Fees in Nepal
OCR calculates registration fees based on your company’s authorised capital. The table below shows the current fee structure for private limited companies.
- Up to NPR 100,000: NPR 1,000
- NPR 100,001 to NPR 500,000: NPR 4,500
- NPR 500,001 to NPR 2,500,000: NPR 9,500
- NPR 2,500,001 to NPR 10,000,000: NPR 16,000
- NPR 10,000,001 to NPR 20,000,000: NPR 19,000
- NPR 20,000,001 to NPR 50,000,000: NPR 22,000 to NPR 28,000
- Above NPR 50,000,000: NPR 30,000
These fees cover OCR registration only. Additional costs apply for PAN registration, ward office registration, notarisation of documents, and any sector-specific licences your business requires. For document notarisation requirements, our guide to notary public services in Nepal explains the process and typical costs.
Can a Foreign National Register a Company in Nepal?
Yes, foreign investors can register a company in Nepal, but several additional conditions apply. Foreign investment generally requires prior approval from the Department of Industry under the Foreign Investment and Technology Transfer Act. The minimum foreign investment threshold and permitted sectors change periodically, so confirming the current rules with a legal adviser before proceeding is essential.
Foreign-owned companies also face restrictions on certain sectors the government reserves for Nepali citizens or joint ventures with Nepali parties. A legal adviser familiar with foreign direct investment rules in Nepal can identify which structure and which sector approvals your business needs before you commit to a direction.
Annual Compliance After Company Registration in Nepal
Registration is the beginning, not the end, of your compliance obligations. Every year, your company must hold an Annual General Meeting (AGM) within six months of the fiscal year end, prepare and file annual returns with OCR, submit audited financial statements, file income tax returns with the IRD, renew the company registration, and update OCR with any changes to directors, shareholders, or the registered office.
Companies in regulated industries face additional sector-specific reporting obligations. Falling behind on annual compliance attracts fines and, in serious cases, can result in OCR striking the company off the register. Understanding Nepal’s broader legal environment helps manage these obligations effectively. Our article on cyber law in Nepal is also relevant if your business operates digitally, as electronic transactions and data handling carry their own compliance requirements.
Common Questions About Company Registration in Nepal
How long does company registration in Nepal take? For most private limited companies with complete and accurate documents, OCR processes registration within seven to fifteen working days. Complex structures or documents that need correction take longer.
Can one person register a company in Nepal? Yes. The single shareholder company structure allows one individual to own and operate a company with limited liability protection.
What is the minimum capital requirement? Nepal does not set a universal minimum paid-up capital for private limited companies. However, certain sectors, including banking and insurance, impose their own capital requirements. Confirm the applicable minimum for your industry before you set your authorised capital.
Do I need a physical office to register a company? Yes. OCR requires a registered office address in Nepal. You must provide a lease agreement or ownership document confirming your right to use the premises.
What is the difference between authorised capital and paid-up capital? Authorised capital is the maximum share capital your company can issue under its MOA. Paid-up capital is the amount shareholders have actually paid for their shares. OCR bases registration fees on authorised capital, so setting this amount thoughtfully from the start matters.
What happens if I miss the three-month post-registration compliance deadline? OCR can impose penalties for late compliance. In serious cases, the company faces deregistration. Meeting all post-registration obligations on time keeps your company in good standing.
Why Legal Assistance Makes a Difference
Company registration in Nepal involves multiple agencies, strict document requirements, and compliance deadlines that run from day one. A single error in your MOA or AOA can mean OCR rejects your application and you lose weeks. A missed post-registration deadline can trigger penalties before your business even operates properly.
Working with an advocate from the start means your documents are correct, your structure matches your business goals, and your compliance obligations are clear before you face them. For foreign investors in particular, where sector approvals and FDI rules add another layer of complexity, legal guidance from the outset is not an optional extra. It is part of the cost of doing business correctly.
At Sulav Legal Services, we assist businesses and entrepreneurs with company registration in Nepal, document preparation, OCR submissions, and post-registration compliance. Whether you are a Nepali entrepreneur setting up your first business or a foreign investor exploring opportunities in Nepal, our team provides clear, practical legal support at every stage. Get in touch today to discuss your registration needs.
