Introduction to Online Company Registration
How to Register a Company Online in Nepal? Online company registration in Nepal is facilitated by the Office of the Company Registrar (OCR), under the Ministry of Industry, Commerce, and Supplies. It enables individuals to register a private limited company, public limited company, or non-profit company without physical presence. This process is governed by the Companies Act, 2063 (2006), and has been digitized to enhance efficiency and transparency. The online system allows applicants to perform every step, from name reservation to receiving the final incorporation certificate, through the OCR’s official portal. Medha Law and Partners is a leading corporate and best law firm in Nepal.
Legal Framework Governing Company Registration
The legal framework for company registration in Nepal is established by the Companies Act, 2063 (2006). The Act provides comprehensive guidelines on the incorporation, operation, and dissolution of companies. The Ministry of Industry, Commerce, and Supplies is responsible for implementing this Act. Other supporting regulations include the Company Regulations, 2064 and Electronic Transactions Act, 2063 for digital procedures. The legal framework ensures a standardized and regulated environment for registering and managing corporate entities online.
Eligibility and Requirements for Online Registration
Any individual or group, including Nepali citizens, foreign nationals, and legal entities, may register a company in Nepal, subject to compliance with the Companies Act. To be eligible:
- The applicant must be at least 18 years old.
- There must be at least one director and one shareholder.
- A unique name must be selected and approved.
- Registered office address within Nepal is mandatory.
Foreign nationals and companies must obtain approval from the Department of Industry or Investment Board Nepal, depending on investment amount.
Types of Companies You Can Register
The Companies Act, 2063 allows registration of the following types of companies:
- Private Limited Company: Requires 1-50 shareholders. Cannot sell shares to the public.
- Public Limited Company: Minimum 7 shareholders and authorized to issue shares to the public.
- Non-Profit Company: Registered under Section 166 for social, educational, or charitable purposes without dividend distribution.
- Foreign Company: Requires permission to open a branch or liaison office in Nepal.
Each type is governed by distinct provisions in the Companies Act.
Documents Required for Online Registration
Applicants must upload the following documents while applying online:
- Proposed company name and application for name reservation
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Copy of citizenship certificate of shareholders and directors
- Passport and visa (for foreign nationals)
- Notarized documents for foreign companies
- Lease agreement or proof of office address
- Passport-sized photos of promoters
- Power of attorney, if represented by a legal representative
Step-by-Step Online Registration Process
Follow these steps for online registration:
- Visit the OCR portal (www.ocr.gov.np)
- Create a user account
- Submit a name reservation request
- Receive name approval notification
- Fill in online forms for company registration
- Upload all required documents
- Pay registration fees online or via bank
- Submit the application
- OCR verifies and may request additional information
- Upon approval, download the Certificate of Incorporation
Online Portal of the OCR (Office of Company Registrar)
The official portal for online company registration is https://www.ocr.gov.np. The OCR portal enables:
- Name reservation
- Document upload
- Status tracking
- Online payment
- Communication with OCR officials
The portal operates under the Electronic Transaction Act, 2063, providing digital authentication and record keeping.
Timeframe for Completing Online Registration
The average time to register a company online in Nepal ranges from 3 to 7 working days after submission of complete documents. Name reservation takes 1-2 days. OCR reviews the documents and may request clarification or additional documentation. Delays may occur if the submitted forms are incomplete or if there are legal concerns.
Government Fees and Associated Costs
The registration fee varies based on the authorized capital of the company:
- Up to NPR 1,00,000: NPR 1,000
- NPR 1,00,001 to 5,00,000: NPR 4,500
- NPR 5,00,001 to 25,00,000: NPR 9,500
- NPR 25,00,001 to 1,00,00,000: NPR 16,000
- Above NPR 1,00,00,000: NPR 30,000
Additional costs include stamp duty, PAN/VAT registration, and legal assistance if required.
Registration Checklist for Applicants
Ensure the following before submission:
- Approved company name
- Completed MOA and AOA
- Citizenship or passport copies
- Valid office address proof
- Digital signatures of promoters
- Payment confirmation slip
- Lease agreement or land ownership document
- Photograph of each promoter
Failure to provide any required document may result in rejection.
Post-Registration Compliance Requirements
Once registered, the company must fulfill these post-registration requirements:
- Obtain a Permanent Account Number (PAN) from the Inland Revenue Department
- Register for VAT if applicable
- Maintain statutory registers
- Conduct annual general meetings
- Submit annual reports and audited financial statements
- Renew registration and update information as needed
These obligations are mandated by the Companies Act, 2063 and Inland Revenue Department regulations.
Benefits of Online Company Registration
Online registration provides the following benefits:
- Reduced paperwork and travel
- Transparent, standardized procedures
- Faster processing of applications
- 24/7 access to company records
- Legally recognized digital documentation
- Integration with tax and regulatory systems
It ensures regulatory compliance and enhances the ease of doing business in Nepal.
Common Mistakes to Avoid During Registration
Avoid the following errors to prevent application rejection:
- Submitting incomplete forms
- Using an unapproved or duplicate company name
- Uploading incorrect or expired documents
- Not providing a valid office address
- Missing digital signatures
- Failing to pay the correct fee
Double-check all entries and documents before submission.
Legal Services Available for Registration Assistance
Many law firms and chartered accountant offices in Nepal offer company registration services. These include:
- Name reservation support
- Preparation of MOA and AOA
- Legal vetting of documents
- Assistance with digital signatures
- End-to-end document submission
- Post-registration tax and compliance services
Hiring professionals can reduce errors and improve processing time.
Final Review and Submission Guidelines
Before submission, ensure:
- All fields in the online form are complete
- All documents are in PDF format and legible
- Payment has been made and receipt is attached
- Promoters have signed all pages of MOA and AOA
- Review summary page before final submission
Use the “preview” option to verify all information before clicking submit.
FAQs
What is OCR in Nepal?
The Office of the Company Registrar (OCR) is a government body under the Ministry of Industry, Commerce, and Supplies responsible for company registration and compliance monitoring in Nepal.
Can I register a company online?
Yes, individuals and entities can register companies entirely online using the OCR portal, including name reservation, document submission, and payment.
How long does it take online?
Online registration typically takes 3 to 7 working days after submission of complete and accurate documents to the OCR.
Do I need a lawyer?
A lawyer is not mandatory, but legal assistance is recommended for drafting the MOA and AOA and ensuring legal compliance during registration.
What documents are required?
Documents include MOA, AOA, citizenship or passport, office address proof, photographs, and authorization letter if represented by others.
Is registration fully digital now?
Yes, all steps from name reservation to receiving the Certificate of Incorporation can be completed online via the OCR portal.
How much does it cost?
Costs depend on authorized capital. Fees range from NPR 1,000 to NPR 30,000. Additional charges apply for PAN registration and legal help.
Can foreigners register online?
Yes, foreign individuals or companies can register online but must obtain investment approval from the Department of Industry or IBN.
Is the process safe online?
Yes, the online process is secured under the Electronic Transactions Act, 2063, with authenticated digital records and secure data handling.
Where do I start first?
Begin by visiting www.ocr.gov.np and creating an account to start the name reservation process.