Introduction to Registration Procedures
Company registration in Nepal is a formal process governed by the Companies Act, 2006. The procedure is supervised by the Office of the Company Registrar (OCR). Any entity or individual intending to operate a legal business must complete the incorporation process to gain recognition as a legal entity. The process involves legal documentation, online application, verification, and issuance of the Certificate of Incorporation.
Types of Company Structures Available
The Companies Act, 2006 defines the following types of company structures:
- Private Limited Company
- Public Limited Company
- Non-Profit Company (Not distributing dividends)
- Company with foreign investment
- Branch office or liaison office of foreign companies
Each structure has different compliance, capital, and disclosure requirements.
Prerequisites Before Starting Registration
Before initiating the company registration process, the following conditions must be fulfilled:
- Finalize business name (check availability on OCR portal)
- Determine type and structure of company
- Identify shareholders and directors
- Confirm office address with proof
- Prepare Memorandum and Articles of Association
- Decide on capital structure and share division
Complete Registration Workflow Overview
Company registration follows these sequential steps:
- Name reservation through OCR online system
- Preparation of MOA and AOA
- Filling out registration form and submitting documents
- Payment of government fees
- Submission of hard copies to OCR
- Review and verification by OCR officials
- Issuance of Certificate of Incorporation
- PAN and tax registration from Inland Revenue Department
Document Checklist Before Application
The following documents must be prepared:
- Name approval letter
- Application form for incorporation
- MOA and AOA signed by all promoters
- Citizenship or passport copies of promoters
- Consent letter from directors
- Lease or ownership documents for office
- Power of attorney (if represented by agent)
- Passport-size photographs
Standard Timeline for Process Completion
The average time required for full registration:
- Name approval: 1-2 working days
- Application submission and processing: 3-5 working days
- PAN registration: 2-3 working days after incorporation
Total time: 7 to 10 working days, subject to document accuracy.
Expenses and Cost Involved in Registration
Cost elements include:
- Government fee (based on authorized capital): NPR 1,000–30,000
- PAN registration cost: NPR 700–1,000
- Notary and documentation: NPR 500–2,000
- Legal consultancy (optional): NPR 5,000–20,000
These may vary depending on complexity and firm used.
Government Charges and Service Taxes
Key government fees and taxes include:
- Company registration fee under Companies Act
- Annual renewal fee of NPR 100
- Stamp duty on MOA and AOA
- PAN and tax-related charges
- VAT registration fee (if applicable)
- TDS obligations for payments
Registration Readiness and Checklist
Checklist before applying:
- Unique company name checked
- Proper documentation for office space
- Defined capital structure
- Shareholder and director details ready
- MOA and AOA formatted correctly
- Identity and address documents collected
Company Act and Legal Framework
The Companies Act, 2006 governs all types of companies in Nepal. Relevant supporting laws include:
- Income Tax Act, 2058
- VAT Act, 2052 (if applicable)
- Labor Act, 2017 (for employers)
- Social Security Act, 2017
- Foreign Investment and Technology Transfer Act, 2019 (if foreign investors involved)
Key Registration Authorities Involved
The main offices involved are:
- Office of the Company Registrar (OCR)
- Inland Revenue Department (for PAN, VAT)
- Local Ward Office (for office location verification)
- Department of Industry (for industry-based companies)
- Nepal Rastra Bank (for foreign investment approval)
Online Portal vs. Manual Registration
Online Registration:
- Application via gov.np
- Upload of required documents
- Initial approval and fee payment online
Manual Steps:
- Physical submission of signed MOA/AOA
- Office inspection for PAN issuance
- Manual document verification at OCR
Role of Legal and Accounting Services
Professional services help with:
- Drafting MOA and AOA
- Online form filling and application submission
- Capital structuring and tax estimation
- Ensuring legal compliance with various Acts
- Managing procedural deadlines and filings
What Happens After Registration is Done
Once registered:
- Receive Certificate of Incorporation
- Register for PAN with tax office
- Open company bank account
- Apply for VAT or Excise (if applicable)
- Maintain statutory records and registers
- Begin operations as a legal entity
Tips for Smooth and Fast Registration
- Ensure name uniqueness before applying
- Verify identity and documents of promoters
- Draft accurate and complete MOA/AOA
- Use OCR’s templates and checklists
- Consult professionals for MOA formatting
- Submit physical documents without delay
FAQs
What are the steps to register a company?
Reserve name, prepare documents, apply via OCR portal, pay fees, submit hard copies, receive certificate, and register for PAN.
Is the process fully online now?
No, it is partially online. Physical document submission is still required.
What documents must I submit?
MOA, AOA, identity documents, office address proof, and consent letters are required.
How much does the process cost?
It ranges from NPR 5,000 to NPR 30,000+ depending on capital and consultancy use.
Who processes my application in Nepal?
The Office of the Company Registrar (OCR) reviews and approves applications.
Can I complete it without a lawyer?
Yes, but using a lawyer or consultant ensures legal accuracy and saves time.
Do I need to register with PAN office?
Yes, PAN registration from the Inland Revenue Department is mandatory after incorporation.
What is the fastest way to register?
Prepare all documents correctly and use OCR’s online portal for faster processing.
Can I start operating right away?
Yes, after receiving Certificate of Incorporation and PAN, business operations can begin.
Is approval required from multiple bodies?
Yes, depending on the type of company, approvals may be needed from OCR, IRD, DOI, NRB, and local bodies.