Introduction to Company Registration in Nepal
Company registration in Nepal is governed by the Companies Act, 2006 (2063). It is a mandatory legal process for starting any incorporated business entity. The Office of the Company Registrar (OCR), under the Ministry of Industry, Commerce and Supplies, is the authority responsible for company registration. The process involves submitting necessary documents, verifying legal compliance, and paying prescribed fees. Registering a company grants legal recognition and allows businesses to operate lawfully within Nepal.
Types of Companies You Can Register
The Companies Act, 2006 recognizes the following types of companies:
- Private Limited Company
- Public Limited Company
- Non-Profit Company (Not distributing profit)
- One Person Company (OPC)
- Foreign Company (Branch or Liaison Office)
Each type serves different business needs and has specific capital, shareholder, and compliance requirements.
Legal Requirements to Start a Company
To start a company in Nepal, the following legal conditions must be fulfilled:
- At least one shareholder (for OPC) or two (for Private Limited)
- Minimum authorized capital of NPR 100,000 for Private Limited
- A unique proposed name approved by OCR
- A registered office address in Nepal
- Preparation of Memorandum of Association (MOA) and Articles of Association (AOA)
- PAN registration with Inland Revenue Department
Step-by-Step Company Registration Process
The company registration process includes the following steps:
- Name reservation on OCR’s online portal
- Preparation of MOA, AOA, and required documents
- Submission of application and documents to OCR
- Payment of government registration fees
- Review and verification by OCR
- Issuance of Certificate of Incorporation
- PAN registration with the tax authority
Essential Documents Required for Registration
The documents required for company registration are:
- Application form (as prescribed by OCR)
- Proposed name approval letter
- MOA and AOA signed by shareholders
- Copies of citizenship certificates of promoters
- Passport (for foreign nationals)
- Consent letters from directors
- Lease agreement or proof of registered office
- Company stamp
Timeframe to Complete Registration Procedure
Typically, the company registration process takes 7 to 10 working days. However, the timeframe may vary depending on the completeness of the application, responsiveness of OCR, and other administrative factors. PAN registration may take an additional 2 to 3 days.
Cost Breakdown of Company Registration
The overall cost of company registration includes:
- Government registration fees (based on authorized capital)
- Professional fees for legal or consultancy services (if applicable)
- PAN registration charges
- Document preparation and notary charges
- Office rent and administrative expenses
Government and Official Registration Fees
As per Schedule 6 of the Companies Act, registration fees are determined based on authorized capital:
- Up to NPR 100,000: NPR 1,000
- NPR 100,001 to 500,000: NPR 4,500
- NPR 500,001 to 2,500,000: NPR 9,500
- NPR 2,500,001 to 10,000,000: NPR 16,000
- NPR 10,000,001 to 50,000,000: NPR 19,000
- Above NPR 50,000,000: NPR 30,000
Checklist Before Applying for Registration
Ensure the following before submitting the application:
- Approved company name
- Valid citizenship/passport copies
- Signed MOA and AOA
- Registered office address
- Completed application form
- Required fees and stamp
- Consent letters from directors
- Digital copies of all documents for OCR portal
Key Laws Governing Company Formation
The key legal instruments governing company formation include:
- Companies Act, 2006
- Industrial Enterprises Act, 2020
- Foreign Investment and Technology Transfer Act, 2019 (for foreign companies)
- Income Tax Act, 2058
- Labor Act, 2017 (for hiring employees)
- Social Security Act, 2017
Authorities Involved in Company Registration
Multiple authorities are involved:
- Office of the Company Registrar (OCR)
- Inland Revenue Department (IRD) for PAN/VAT
- Department of Industry (for industry-based registration)
- Nepal Rastra Bank (for foreign investment approval)
- Local Ward Office (for address verification)
Online vs. Offline Registration Procedures
Company registration in Nepal can be done online through ocr.gov.np:
- Online portal available for name reservation, application, and document upload
- Offline submission still required for certain verifications and physical signatures
- Final documents must be submitted in person
- PAN registration is semi-digital, requiring physical presence at tax office
Role of Professional Services or Agents
Many applicants prefer to hire lawyers or legal consultants to:
- Draft MOA and AOA
- Handle document submission and correspondence
- Ensure legal compliance
- Obtain PAN and related licenses
- Save time and reduce registration errors
Post-Registration Compliance Requirements
After incorporation, companies must comply with:
- PAN registration
- Opening bank account in company name
- Share certificate issuance
- Maintaining statutory registers
- Filing annual returns and audited financials
- Renewal of licenses (if applicable)
- Submitting board resolutions for changes
Common Challenges and How to Overcome Them
Challenges may include:
- Name rejection due to duplication
- Delays in document verification
- Errors in MOA/AOA formatting
- Missing documents or invalid proof
- Technical glitches on OCR portal
These can be resolved by hiring professionals, cross-checking documents, and timely follow-up.
FAQs
How long does it take to register?
It usually takes 7 to 10 working days to register a company in Nepal.
What documents are needed for company setup?
MOA, AOA, citizenship/passport copies, office address proof, and application forms are required.
Is online company registration possible now?
Yes, online registration is available via OCR portal, but physical document submission is still needed.
Do I need a lawyer for registration?
It is not mandatory, but legal professionals can assist with accuracy and efficiency.
What is the registration fee in Nepal?
It ranges from NPR 1,000 to NPR 30,000 based on authorized capital.
Can foreigners open a company here?
Yes, with approval from DOI and NRB for foreign investments.
What are the types of companies allowed?
Private, Public, Non-Profit, OPC, and Foreign Companies are allowed.
Is PAN registration included in the process?
No, it is a separate but mandatory step after incorporation.
Do I need a physical office address?
Yes, a registered office address within Nepal is required.
What’s the validity of registration certificate?
The registration certificate remains valid unless the company is closed or liquidated.