Importance of Submitting Right Documents
Submitting correct documents during company registration in Nepal ensures the application is not delayed or rejected by the Office of the Company Registrar (OCR). Proper documentation establishes legal validity, verifies promoter identity, confirms the nature of business, and complies with the Company Act, 2063. Every document must match the details provided in online and physical forms.
Personal Identification Document Details
Each shareholder and director must provide:
- Nepali citizens: Clear scanned copy of citizenship certificate
- Foreigners: Valid passport copy with notarization
- NRNs: NRN ID card and passport copy
Identification must be valid, legible, and consistent across all registration forms.
Company Name and Objective Documents
The proposed company name must be approved by OCR through name reservation. The document includes:
- Application for name reservation
- Purpose and objective of company
- Proof of name uniqueness (optional)
Company name should not conflict with registered entities under the Company Act.
Memorandum and Articles of Association
The Memorandum of Association (MOA) and Articles of Association (AOA) define the structure and operations. These must be signed by all promoters:
- MOA: Includes objectives, share structure, liability clause
- AOA: Covers rules on governance, meetings, and appointments
OCR accepts these in Nepali language as per standard format.
Details of Shareholders and Directors
Applicants must submit a list of directors and shareholders with the following:
- Full name, address, age, and citizenship/passport number
- Share ratio and subscribed capital
- Director’s consent letter
- Designation in company (Chairperson, Managing Director, etc.)
These details must be consistent in all forms.
Proof of Registered Office Address
The company must provide a physical business address. Accepted documents:
- Rental agreement or ownership certificate
- Utility bill or tax receipt in the name of owner
- Location map (if requested)
The office must be in Nepal and accessible for communication.
Citizenship and Passport Requirements
Documents required based on nationality:
- Nepali citizens: Citizenship certificate (original and copy)
- Foreign nationals: Passport copy with notarized translation (if not in English)
- NRNs: NRN Certificate and passport copy
All documents should be current and legible.
Company Stamp and Seal Details
Though not legally mandatory, most companies prepare:
- Round seal with company name in Nepali and English
- Authorized signature stamp
- PAN seal for invoice issuance
These assist in formal communication and banking procedures.
PAN/VAT Registration Documents Needed
Post-registration, companies must register at the Inland Revenue Department. Required documents:
- Copy of Certificate of Incorporation
- MOA and AOA
- Passport-size photo of director
- Rent agreement or proof of office
- Board decision authorizing PAN application
VAT is required if annual turnover exceeds NPR 2 million.
Template and Format of Legal Papers
MOA and AOA must follow OCR-approved formats. Additional forms include:
- Form A: Application for company registration
- Form B: Director details
- Form C: Share structure
- Power of attorney format (if applicable)
Forms must be typed and printed clearly.
Document Legalization and Attestation
Legalization is required for:
- Foreign documents (must be notarized and translated)
- Power of attorney: Must be stamped and signed by a notary
- MOA and AOA: Notarized in case of foreign investment
Embassy attestation may be required for international promoters.
Common Mistakes in Submitted Files
Frequent document errors include:
- Spelling inconsistencies
- Missing signatures
- Incorrect document format (PDF or scanned incorrectly)
- Mismatched shareholding details
- Submitting expired or unclear identification
Review and cross-check every field before submission.
Digital Document Upload Requirements
For online submission via ocr.gov.np, digital documents must be:
- In PDF format
- Each file below 2MB
- Scanned in 300 dpi resolution
- Clearly labeled with file name (e.g., “Citizenship_Promoter1.pdf”)
Photos or unclear scans are not accepted.
Who Can Help in Preparing Documents
Professionals who assist in documentation include:
- Corporate lawyers
- Chartered accountants
- Legal service providers
- Registered agents
They ensure accuracy, formatting, legal compliance, and OCR expectations.
Post-Approval Document Retention Rules
After registration, companies must retain:
- Original MOA and AOA
- PAN and VAT certificates
- Share register and statutory books
- Meeting minutes and resolutions
These documents must be preserved for audit and legal compliance under the Companies Act.
FAQs
What ID is valid for registration?
Nepali citizenship or a valid passport is required. NRNs must provide NRN ID.
Is citizenship mandatory to attach?
Yes, for Nepali nationals. Foreigners must attach a passport copy instead.
Do I need notarized documents?
Yes, especially for foreign applicants and power of attorney submissions.
What is the format of MOA & AOA?
Use the standard format provided by OCR. Nepali language is preferred.
Can I submit digital copies online?
Yes, but physical copies must be submitted later for verification.
Are passport photos needed too?
Only for PAN registration, not for company registration.
Who prepares the official forms?
Promoters or hired legal professionals usually prepare them.
Is a company stamp mandatory now?
It is not mandatory by law, but recommended for official use.
What happens if docs are missing?
OCR will reject the application or ask for correction.
Are all papers reviewed by OCR?
Yes, OCR officials verify all submitted documents before issuing registration.