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Company Registration in Nepal (Updated by OCR)

1. Introduction

Company registration in Nepal is the formal process through which a business obtains legal identity under the Company Act 2063 (2006). Every enterprise whether small or large must be registered to operate lawfully, hold assets, enter contracts, and comply with taxation requirements. Registration provides legal recognition that separates the company’s liabilities from those of its promoters and allows it to conduct transactions in its own name. Company Registration in Nepal (Updated by OCR).

The Office of Company Registrar (OCR), operating under the Ministry of Industry, Commerce and Supplies, is the competent authority to register, regulate, and supervise companies in Nepal. The OCR maintains the national electronic company database and issues the certificate of incorporation.

As of 2025, OCR has upgraded its e-filing platform to integrate:

These updates have improved compliance monitoring and reduced in-person visits, ensuring that company registration in Nepal can be completed entirely online when all documents are in order.

2. Legal Framework and Governing Laws

The principal legislation governing company registration in Nepal is the Company Act 2063 (2006). The Act defines the formation, operation, and dissolution of companies and specifies rights and duties of shareholders and directors. Key supporting laws include:

Under these laws, every incorporated company must:

  • maintain updated records of shareholders and directors;

  • file annual returns and financial statements with the OCR; and

  • comply with audit and tax obligations as per the Income Tax Act.

The Office of Company Registrar functions as the implementing agency. For foreign investment, coordination with the Department of Industry (DOI) and Nepal Rastra Bank (NRB) is required.

3. Types of Companies in Nepal

The Company Act 2063 recognizes three primary forms of companies:

a. Private Limited Company

  • Minimum one and maximum 101 shareholders.

  • Cannot invite the public to subscribe to its shares.

  • Commonly used by small and medium enterprises.

  • Directors and shareholders may be the same individuals.

b. Public Limited Company

c. Non-Profit Company (Not-for-Profit)

  • Formed under Section 5 of the Company Act for social, educational, charitable, or research purposes.

  • Profits cannot be distributed as dividends; they must be reinvested to achieve the company’s objectives.

Differences between Private and Public Companies

Criteria Private Limited Public Limited
Minimum Shareholders 1 7
Maximum Shareholders 101 Unlimited
Share Transfer Restriction Yes No
Public Offering Not allowed Allowed
Statutory Audit Requirement Yes Yes (with additional reporting)

Selecting the Right Structure

Entrepreneurs should assess:

  • ownership size and control preference;

  • investment capital and future expansion goals;

  • regulatory reporting tolerance; and

  • whether the business seeks public funding or private operations.

Law firms like Medha Law and Partners assist promoters in evaluating these legal structures to ensure alignment with commercial objectives and compliance standards.

4. Authorities Involved

Several government authorities coordinate during and after registration:

  • Office of Company Registrar (OCR):
    Primary authority for name reservation, incorporation, and compliance filings.

  • Department of Industry (DOI):
    Grants approval for foreign investment, joint ventures, and technology transfer agreements under FITTA.

  • Inland Revenue Department (IRD):
    Issues PAN and registers Value Added Tax (VAT) or Tax Deducted at Source (TDS) accounts.

  • Nepal Rastra Bank (NRB):
    Approves foreign currency inflows, capital repatriation, and external borrowing arrangements.

  • Local Ward Office / Municipality:
    Issues business operation certificates and verifies office location for local tax purposes.

Coordination among these bodies ensures that the newly incorporated entity fulfills all regulatory and fiscal obligations before commencing operations.

5. Requirements Before Registration

Promoters must satisfy certain preliminary conditions before filing for company registration in Nepal:

  • Shareholders and Directors

    • Private Limited: minimum 1 shareholder/director.

    • Public Limited: minimum 7 shareholders and 3 directors.

    • Directors must be natural persons above 18 years of age and not disqualified under Section 74 of the Company Act.

  • Company Name Approval

    • Proposed name should be unique, non-offensive, and not identical to existing names in the OCR database.

    • Names containing terms like “Bank,” “Insurance,” or “Cooperative” require prior consent from respective regulators.

  • Registered Office Address

    • Proof of ownership or lease agreement.

    • Utility bill or municipality approval verifying business location.

  • Citizenship and Identification

    • Nepali citizens: copy of citizenship certificate.

    • Foreign investors: passport copy, visa page, and investment approval from DOI and NRB.

  • Memorandum of Association (MOA) and Articles of Association (AOA)

    • Drafted in accordance with Sections 18 and 19 of the Company Act.

    • Must specify objectives, capital structure, and management procedures.

Fulfilling these prerequisites ensures the registration process proceeds without rejection or resubmission.

6. Documents Required

For company registration in Nepal, every applicant must prepare and upload complete and accurate documents to the Office of Company Registrar (OCR) portal. The OCR will not process incomplete or inconsistent filings. The essential documents are:

  • Application Form — completed through the OCR online system.

  • Memorandum of Association (MOA) — defines objectives, share capital, and internal rules as required under Section 18 of the Company Act 2063.

  • Articles of Association (AOA) — sets out management procedures, director appointment, and shareholder rights per Section 19.

  • Citizenship Certificates of all shareholders and directors.

  • Lease Agreement or Ownership Deed of the registered office address, accompanied by a recent utility bill.

  • Power of Attorney if a legal representative submits the application on behalf of promoters.

  • Digital Signature Certificate (DSC) for online authentication of uploaded files.

  • PAN and Tax Registration confirmation after incorporation to activate tax obligations with the Inland Revenue Department (IRD).

Supporting documents should be clear, properly scanned, and named as instructed by OCR. Legal professionals ensure that all statutory formats are followed to prevent rejection or delay.

7. Step-by-Step Registration Process

Company registration through the OCR involves a systematic online workflow. Each step must be followed precisely to obtain the certificate of incorporation:

  1. Access the OCR Online Portal – Visit https://ocr.gov.np and create an account using the promoter’s email and contact information.

  2. Reserve the Company Name – Submit the proposed name for approval. The OCR system automatically verifies availability. The name is valid for 35 days from approval.

  3. Prepare and Upload MOA and AOA – Draft documents consistent with the Company Act and upload in PDF format using the designated portal fields.

  4. Enter Company Details – Specify registered address, objectives, capital structure, share allocation, and director information.

  5. Attach Supporting Documents – Upload citizenship, lease agreement, and other required documents.

  6. Pay Government Fees Online – Use ConnectIPS, eSewa, or bank transfer to pay the applicable registration fee.

  7. Submit for OCR Verification – The registrar reviews submitted data and documents. Corrections can be made through the portal if requested.

  8. Obtain Certificate of Incorporation – Once approved, download the digital certificate issued by OCR.

  9. Apply for PAN and VAT Registration – Submit an online application to IRD with the incorporation certificate and office details.

  10. Open a Bank Account and Commence Operations – Present the registration certificate and PAN to a licensed bank to activate a corporate account.

The process can usually be completed without physical visits if all uploads are correct and payments confirmed.

8. Government Fees and Cost Structure

The Office of Company Registrar prescribes fees according to the authorized capital of the proposed company under Schedule 7 of the Company Regulation 2064. Typical cost components include:

  • Name Reservation Fee: NPR 100.

  • Registration Fee (based on authorized capital):

    • Up to NPR 100,000 – NPR 1,000

    • NPR 100,001 – NPR 500,000 – NPR 4,500

    • NPR 500,001 – NPR 2,500,000 – NPR 9,500

    • Above NPR 2,500,000 – as per OCR’s progressive fee scale.

  • Digital Signature Certificate (DSC): NPR 3,000 – NPR 5,000 depending on provider.

  • PAN Registration: No charge at IRD.

  • Professional or Legal Service Fees: Vary according to service scope.

Fees are payable online at the time of filing. Failure to pay within the stipulated time automatically invalidates the pending name reservation.

9. Time Frame

The overall registration timeline under current OCR procedures is relatively efficient when documents are accurate:

  • Name Approval: 1 – 2 working days.

  • Document Review and Incorporation: 3 – 5 working days.

  • PAN Registration: 1 – 2 working days.

In total, a company can be fully registered and tax-activated within 7 – 10 working days. Delays may arise from:

  • incomplete or mismatched data between MOA/AOA and online entries;

  • unclear scanned documents;

  • pending payment confirmation; or

  • additional scrutiny for foreign shareholders.

Efficient coordination with a law firm experienced in company registration in Nepal helps maintain compliance with all digital submission standards and statutory deadlines.

10. Checklist Before Submission

Before final submission on the OCR portal, promoters should verify every detail carefully. The following checklist helps ensure accuracy:

  • ✅ Proposed name matches approved reservation and spelling.

  • ✅ Objectives and capital in the MOA correspond with online form entries.

  • ✅ MOA and AOA are digitally signed by all promoters.

  • ✅ Citizenship or passport copies are legible.

  • ✅ Lease or ownership documents confirm the registered address.

  • ✅ Payment receipt or bank voucher uploaded.

  • ✅ Digital Signature Certificates (DSC) linked to the correct user profile.

  • ✅ Power of Attorney, if applicable, included and signed.

A properly reviewed application reduces rejection chances and shortens registration time. Legal verification of every section ensures that promoters meet the requirements prescribed by the Company Act 2063 and OCR Directives 2025.

11. Post-Registration Compliance

After receiving the certificate of incorporation, every company must complete a set of post-registration tasks required by the Company Act 2063 (2006) and tax regulations:

  1. PAN and VAT Registration

    • Apply online at the Inland Revenue Department (IRD) with the incorporation certificate, MOA, AOA, and office lease document.

    • VAT registration is mandatory if annual turnover exceeds the prescribed threshold.

  2. Open a Corporate Bank Account

    • Present the company certificate, PAN, and board resolution authorizing signatories.

  3. Maintain Statutory Registers and Books

    • Share Register, Minute Book, and Director Register as required under Sections 50–52 of the Company Act.

  4. Accounting and Audit

    • Keep proper accounts and appoint an auditor within three months of incorporation.

    • Annual financial statements must be audited and filed with OCR within six months of fiscal year end.

  5. Annual Returns and Filings

    • File annual return listing shareholders, directors, and capital details (Section 80).

    • Late filing attracts daily penalties under the Companies Regulation 2064.

  6. Local Permits and Renewals

    • Obtain trade license from the municipality or rural municipality.

    • Renew annually according to local bylaws.

  7. Tax Filing and Compliance

    • Submit monthly VAT returns, quarterly advance tax, and annual income-tax returns under the Income Tax Act 2058.

Timely observance of these obligations ensures that a company remains in good standing and avoids suspension from the OCR registry.

12. Online Registration System (OCR e-Services)

The OCR e-Services Portal provides a digital interface for incorporation and compliance. It eliminates manual paperwork and enables real-time tracking.

Key Functions

  • User account creation for promoters and authorized agents.

  • Online name reservation with instant confirmation.

  • Upload of MOA, AOA, and identification documents.

  • Payment gateway integration with ConnectIPS and eSewa.

  • Download of electronic certificate of incorporation.

  • Facility for filing annual returns, director changes, and capital amendments.

Digital Signature Use

Under OCR Directive 2025, every submission must be authenticated using a valid Digital Signature Certificate (DSC) issued by a licensed certifying authority in Nepal. The DSC confirms the identity of the signer and ensures document integrity.

The OCR online system has reduced processing time and improved transparency by providing automatic notifications, digital verification, and permanent record storage.

13. Foreign Company or Investor Registration

Foreign investors seeking to establish a company or branch in Nepal must follow additional approvals prescribed under the Foreign Investment and Technology Transfer Act (FITTA) 2019 and NRB Circulars.

Procedure for Foreign Investment Companies

  1. Project Approval – Submit investment proposal to the Department of Industry (DOI) specifying capital amount, technology source, and equity structure.

  2. Capital Injection Approval – Obtain consent from the Nepal Rastra Bank (NRB) for inward remittance of foreign currency.

  3. Company Registration at OCR – File the same documents as for a domestic company, including FITTA and NRB approvals.

  4. PAN and Tax Registration – Register with the IRD.

  5. Bank Account Setup – Open a foreign-currency account with evidence of remittance.

Branch or Liaison Office Registration

Foreign corporations may open a branch or liaison office under Section 154 of the Company Act 2063, by submitting:

  • Certified incorporation certificate from the parent company.

  • Board resolution approving the branch in Nepal.

  • Power of attorney for the local representative.

  • Lease document for local office.

The OCR issues a certificate of registration of foreign company, permitting operations limited to approved objectives.

14. Legal and Professional Assistance

Professional legal assistance ensures that incorporation, compliance, and documentation meet statutory standards. Medha Law and Partners, a leading corporate law firm in Nepal, provides specialized services in:

  • Drafting and vetting MOA and AOA according to the Company Act 2063.

  • Managing digital signatures and OCR online submissions.

  • Coordinating with OCR, IRD, DOI, and NRB for end-to-end registration.

  • Advising on shareholder agreements, foreign investment compliance, and post-incorporation filings.

  • Representing clients during inspection, amendment, or penalty proceedings before OCR.

Engaging a law firm minimizes administrative errors, ensures that all filings adhere to statutory templates, and facilitates smooth compliance from registration to operation.

15. Conclusion

Company registration in Nepal under the Office of Company Registrar (OCR) provides legal recognition and operational legitimacy to any business entity. Compliance with the Company Act 2063, Industrial Enterprise Act 2076, and other relevant statutes allows companies to secure banking facilities, enter contracts, and protect shareholder rights.

The 2025 OCR system emphasizes online submission, digital signatures, and transparent verification. Entrepreneurs benefit from faster registration and reduced manual intervention. However, adherence to each procedural requirement—from name reservation to post-registration filings—is essential to maintain good corporate standing.

Medha Law and Partners, as a leading corporate law firm in Nepal, supports domestic and foreign investors through every stage of incorporation and compliance, ensuring that all obligations under Nepali company law are satisfied precisely and efficiently.

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