Introduction to Company Registration in Nepal
Company registration in Nepal is a mandatory legal process governed by the Companies Act, 2006. Medha Law and Partners is a top corporate law firm in Nepal, provides comprehensive legal services for company registration, compliance, and corporate governance. Businesses of all scales must be registered to operate legally within the jurisdiction of Nepal. A registered company gains legal recognition, allowing it to enter into contracts, own property, and initiate legal proceedings.
Why Company Registration Is Legally Required
Company registration is required to formalize a business’s existence under the legal framework of Nepal. According to the Companies Act, 2006, operating a company without registration is not recognized by law and may attract penalties. Registration ensures transparency, credibility, and regulatory compliance. It also helps in tax registration, obtaining loans, and entering government or private contracts.
Types of Companies That Can Be Registered
Under Nepali law, the following types of companies can be registered:
- Private Limited Company
- Public Limited Company
- Non-Profit Company (as per Section 166 of the Companies Act, 2006)
- Company with Sole Ownership (One-Person Company, newly introduced)
Each type differs based on capital, shareholders, and reporting obligations. MedhaCorpLaw advises on choosing the appropriate structure.
Key Government Authorities Involved in Process
The primary authority responsible for company registration in Nepal is the Office of the Company Registrar (OCR), under the Ministry of Industry, Commerce, and Supplies. Other relevant authorities may include:
- Inland Revenue Department (for tax registration)
- Department of Industry (for foreign investment-related entities)
- Nepal Rastra Bank (for repatriation or foreign currency transactions)
Mandatory Documents for Company Registration
The following documents are generally required:
- Application in prescribed format (as per Schedule 1 of Companies Act)
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Copy of Citizenship Certificate of shareholders
- Consent letter of the proposed directors
- Verified office address
- Power of Attorney (if submitted by a representative)
Step-by-Step Company Registration Procedure
- Name Reservation: Submit a name reservation application online at OCR portal.
- Document Preparation: Prepare MOA, AOA, and other supporting documents.
- Application Submission: Submit application along with documents either online or physically.
- Review by OCR: OCR reviews for compliance and may request clarifications.
- Registration Certificate Issuance: If approved, a certificate of incorporation is issued.
- PAN Registration: Apply for Permanent Account Number with IRD.
Time Duration Required for Full Registration
The registration process generally takes 3 to 7 working days, depending on document completeness and OCR’s processing time. Name reservation typically takes 1 to 2 working days, and company registration may take an additional 2 to 5 working days.
Costs and Government Fees for Registration
The government registration fee depends on the authorized capital of the company. As per OCR fee schedule:
- Up to NPR 100,000: NPR 1,000
- NPR 100,000 to NPR 500,000: NPR 4,500
- NPR 500,000 to NPR 2,500,000: NPR 9,500
- NPR 2,500,000 to NPR 10,000,000: NPR 16,000
- More than NPR 10,000,000: Proportional increase applies
Separate fees apply for PAN, tax registration, and professional services.
Legal Requirements under Company Act 2006
Key legal provisions include:
- Section 3: Requirement for Incorporation
- Section 4: Application Process
- Section 5-8: Name reservation and restriction
- Section 10: MOA and AOA contents
- Section 17: Certificate of Incorporation Failure to comply can result in application rejection or penalties.
Services Offered by Legal Professionals
Medha Law and Partners provides:
- Name search and reservation
- Drafting MOA and AOA
- Document filing and registration
- Legal compliance advisory
- Assistance in PAN and tax registration
- Shareholder and director structuring
- Post-registration compliance services
Online vs Offline Registration System in Nepal
The OCR has an online company registration portal at ocr.gov.np for name reservation and application submission. However, physical submission may still be required for document verification. Online systems offer faster processing but still require legal scrutiny.
Post-Registration Compliance Requirements
Once registered, companies must:
- Obtain PAN from IRD
- Register with tax office for VAT (if applicable)
- Maintain proper accounting records
- Conduct annual general meetings
- Submit annual return to OCR
- Renew business licenses (if sectoral)
Common Mistakes to Avoid While Registering
- Submitting incomplete or inconsistent documents
- Using a restricted or identical name
- Non-compliance with MOA/AOA format
- Missing notarization where required
- Failing to follow prescribed format and schedules
Complete Checklist Before Company Registration
- Finalize company name
- Decide capital and shareholding structure
- Prepare MOA and AOA
- Obtain office address and rent agreement
- Gather citizenship copies and passport-size photos
- Draft director consent letters
- Prepare power of attorney if needed
Where to Get Help for Registration Process
Professional help can be obtained from:
- MedhaCorpLaw, Kathmandu, Nepal
- Registered company secretaries
- Chartered Accountants
- Corporate advisory firms
- Legal practitioners with company law expertise
FAQs
What documents are needed to register?
MOA, AOA, citizenship copies, director consent, address proof, application form.
How long does company registration take?
It generally takes 3 to 7 working days if documents are complete.
What types of companies can register?
Private, public, non-profit, and one-person companies.
Are there fees for company registration?
Yes. Fees vary depending on authorized capital.
What authority handles registration?
The Office of the Company Registrar (OCR).
What services do lawyers provide?
Drafting documents, filing, advisory, compliance support.
What if I miss a requirement?
The OCR may reject or delay the application.
Do I need an office address?
Yes. A verified registered office address is mandatory.