Medha Law and Partners Is a Leading Corporate Law Firm in Nepal, offers professional legal consultation and business setup services. With years of experience in handling business incorporation, documentation, and compliance matters, we’re here to make this process easy and efficient for you. Company Registration Process in Nepal: A Complete Guide.
Understanding the Legal Framework
The Companies Act, 2063 (2006) governs the formation and operation of companies in Nepal. The Office of the Company Registrar (OCR) is the official authority that handles the company registration process.
Types of Companies in Nepal
Nepal allows different types of companies to suit varying business needs. Here are the most common company structures:
1. Limited Liability Company (LLC)
An LLC is the most common type of private company in Nepal. It can have:
-
Minimum 1 and Maximum 101 shareholders.
-
Minimum paid-up capital of NPR 100,000.
-
Limited liability, meaning shareholders are only liable up to their investment amount.
LLCs are further divided into:
-
Single Ownership
-
Multiple Ownership
2. Public Limited Company (PLC)
A PLC allows the public to invest in the company by purchasing shares. Features include:
-
Minimum paid-up capital: NPR 10,000,000
-
Minimum 7 shareholders
-
Can issue shares to the public and list on the stock exchange.
3. Non-Governmental Organization (NGO)
NGOs are formed for social, charitable, or non-profit purposes and are governed under a separate framework. Key features:
-
At least 5 shareholders, with 1 mandatory female member
-
No capital requirement
-
Must register for operational permits from the District Administration Office (DAO)
4. Sole Proprietorship
Ideal for small businesses and startups. This structure:
-
Has a single owner
-
Registers under Gharelu Bibhag or Banijya Bibhag
-
Offers easy registration but no limited liability protection
Pre-Registration Requirements in Nepal
Before starting the registration process, you must prepare with these initial steps:
✅ Choose a Unique Company Name
Your company name must be:
-
Unique and not similar to existing registered names
-
Approved by OCR prior to further document submissions
How to Register a Company in Nepal – Step-by-Step
Here is the detailed breakdown of the company registration process in Nepal:
🔹 Step 1: Submit Required Documents
Once your proposed name is approved by OCR, prepare and submit the following to the Office of the Company Registrar:
-
Memorandum of Association (MOA) – outlines objectives
-
Articles of Association (AOA) – covers internal rules and regulations
-
Application for registration
-
Citizenship certificate or Passport of shareholders
-
Any additional forms as per the OCR checklist
🔹 Step 2: Document Verification by OCR Officers
OCR officials will review all submitted documents. If any errors or omissions are found, you may be asked to resubmit or revise the application.
🔹 Step 3: Pay Registration Fees
Once the documents are verified, you’ll be required to pay a registration fee, which depends on the type and capital of the company.
💰 Registration Fees (Indicative):
| Type of Company | Minimum Capital | Registration Fee |
|---|---|---|
| Private Company | NPR 100,000 | Based on capital |
| Public Company | NPR 10,000,000 | Higher bracket |
| NGO | No Capital | Exempt |
Note: Registration fees are free for NGOs.
🔹 Step 4: Receive Certificate of Incorporation (COI)
Once all steps are completed and the fees paid, OCR will issue the Certificate of Incorporation—a legal document that signifies your company’s official existence in Nepal.
Required Documents for Company Registration
Here is a checklist of documents required to register a company in Nepal:
🔸 Document Checklist:
| S.N | Document | Copies |
|---|---|---|
| 1 | Application for Company Registration | 1 |
| 2 | MOA | 2 |
| 3 | AOA | 2 |
| 4 | Power of Attorney | 1 |
| 5 | Citizenship Certificate (Notarized) | 1 |
| 6 | POA Holder’s Citizenship | 1 |
Post-Registration Process
Once your company is incorporated, you must complete a few additional legal and financial registrations.
🧾 1. Acquire PAN Number and PAN Card
Permanent Account Number (PAN) is mandatory for conducting business, filing taxes, and issuing invoices.
🧾 2. Register for VAT (If applicable)
If your annual turnover exceeds the government threshold, you must register for VAT. You’ll need:
🔹 VAT/PAN Registration Checklist:
| S.N | Documents |
|---|---|
| 1 | Online VAT/PAN form (from IRD website) |
| 2 | Rent agreement with property owner |
| 3 | Owner’s citizenship (Company & Landlord) |
| 4 | Electricity bill / Lalpurja of office |
| 5 | Personal PAN of one shareholder |
| 6 | MOA & AOA copies |
| 7 | Certificate of Incorporation |
| 8 | Office location map |
| 9 | Company stamp |
3. Open a Company Bank Account
A registered company must open a corporate bank account for business transactions.
📄 Required Documents for Bank Account Opening:
| S.N | Document | Copies |
|---|---|---|
| 1 | Bank’s application form | 1 |
| 2 | MOA & AOA | 1 each |
| 3 | Certificate of Incorporation | 1 |
| 4 | Citizenship of owners | 1 |
| 5 | Company stamp | 1 |
| 6 | Office’s electricity bill | 1 |
Minimum Investment Capital for Company Registration
| S.N | Type of Company | Minimum Capital (NPR) |
|---|---|---|
| 1 | Public Company | 10,000,000 |
| 2 | Private Company | 100,000 |
| 3 | NGO | No capital required |
Benefits of Company Registration in Nepal
✅ 1. Legal Recognition & Limited Liability
Once registered, your company becomes a separate legal entity, shielding personal assets of shareholders.
✅ 2. Eligibility for Government Contracts
Only registered companies can bid for tenders, contracts, and access subsidies.
✅ 3. Access to Banking and Loans
Banks require official registration and COI to approve business loans or open accounts.
Common Challenges Faced During Registration
While the process has improved in recent years, some hurdles still exist:
⚠️ 1. Document Collection Hassles
Ensuring every document is correctly notarized, stamped, and submitted on time can be difficult.
⚠️ 2. Process Delays
Slow communication between government offices or missing documents can delay registration.
⚠️ 3. Bureaucratic Procedures
Nepal’s bureaucratic system can involve several visits and long wait times without proper guidance.
Why Choose MedhaCorpLaw?
At MedhaCorpLaw, we handle everything from start to finish:
-
Preparing and drafting MOA & AOA
-
Assisting with online and offline submission
-
Managing communication with OCR
-
Following up to expedite registration
-
VAT/PAN registration and Bank account assistance
We also provide FREE expert consultations on how to optimize your documents for successful registration.
Frequently Asked Questions (FAQs)
Q1: How long does it take to register a company in Nepal?
A: Typically, it takes about one week, but delays may occur if documents are incomplete or rejected.
Q2: Can a foreign national register a company in Nepal?
A: Yes. However, foreign investors must follow FDI guidelines and may require approval from the Department of Industry.
Q3: What is the minimum requirement to start a business in Nepal?
A: A valid PAN number is mandatory to begin any formal business operations.
Conclusion
Registering a company in Nepal is the first step toward building a legitimate and sustainable business. Though the process might seem complex at first, having the right support can make all the difference. With this detailed guide, you’re now better prepared to take the leap and start your business journey.
Whether you’re launching a tech startup, setting up a trading company, or establishing an NGO—Medha Law and Partners here to help every step of the way.