Introduction

Online company registration in Nepal is governed by the Companies Act 2063 (2006) and regulated by the Office of the Company Registrar (OCR) under the Ministry of Industry, Commerce, and Supplies. The process enables entrepreneurs, investors, and professionals to incorporate a company electronically through the government’s official online portal. The introduction of the online system has replaced traditional manual filing with digital submission, promoting efficiency, transparency, and accessibility. This article provides a comprehensive explanation of online company registration in Nepal—covering its legal framework, types of companies, required documents, procedural steps, government fees, post-registration obligations, and compliance requirements.

1. Legal Framework for Company Registration in Nepal

The foundation of company incorporation in Nepal is established under the Companies Act 2063 (2006) .These legal instruments define the procedure, authority, and conditions for the establishment of companies within Nepal.

Under Section 3 of the Act, a company may be incorporated by one or more persons by submitting a Memorandum of Association (MOA) and Articles of Association (AOA) to the OCR. Once registered, the company becomes a separate legal person distinct from its shareholders.

Key legal provisions include:

• Section 4: Application for company incorporation.

• Section 5: Registration of company and issuance of Certificate of Incorporation.

• Section 9: Requirement for the number of shareholders.

• Section 12: Effect of registration and commencement of business.

• Section 16: Prohibition on carrying on business before registration.

• Section 51: Statutory register and filings.

• Section 176–183: Annual compliance and reporting.

The Office of the Company Registrar is responsible for ensuring compliance with these provisions, maintaining company records, and providing online registration facilities. The online portal (www.ocr.gov.np) allows applicants to file applications, reserve names, and upload incorporation documents electronically.

2. Types of Companies in Nepal

The Act recognizes several categories of companies that may be registered depending on business objectives, ownership, and profit distribution.

a. Private Limited Company

A private limited company restricts the right to transfer its shares, limits the number of shareholders to a maximum of 101, and prohibits public subscription for shares. This is the most common business structure in Nepal due to its flexibility and limited liability protection.

b. Public Limited Company

A public limited company can invite the public to subscribe for its shares or debentures. It must have at least seven shareholders and fulfill higher disclosure and compliance standards. The minimum paid-up capital requirement generally begins from NPR 10 million, depending on sectoral regulations.

c. Company Not Distributing Profits

A company formed for charitable, educational, social, or cultural objectives may be registered as a non-profit company under the Act. Profits, if any, are not distributed as dividends but reinvested to achieve the stated objectives.

d. Foreign Company (Branch or Subsidiary)

A foreign company intending to operate in Nepal can register either as a branch office or as a subsidiary.  Department of Inudustry is needed as well. The registration must comply with both the Companies Act 2063 and the Foreign Investment and Technology Transfer Act 2019.

3. Benefits of Online Company Registration

Online company registration in Nepal provides several measurable advantages for business entities and investors.

• Legal recognition: The registered company becomes a legal person under Nepalese law, distinct from its shareholders or promoters.

• Limited liability: Shareholders’ liability is confined to the unpaid amount on their shares.

• Transparency: The online portal maintains publicly accessible records of registered entities.

• Remote accessibility: Applicants can submit, track, and verify applications electronically without visiting the OCR.

• Efficiency: The Act empowers the OCR to complete registration within a few working days after submission of valid documents.

• Regulatory compliance: Electronic record-keeping ensures timely submission of annual returns and filings.

These advantages have modernized Nepal’s corporate governance environment and enhanced investor confidence.

4. Pre-Registration Requirements

a. Selection and Reservation of Company Name

Applicants must select a unique company name that complies with the naming guidelines under Section 6 of the Act. The name should not duplicate or resemble existing registered entities.
The OCR portal provides a facility for name reservation, which is valid for 35 days from approval.

b. Determination of Shareholders and Directors

Applicants must determine the initial shareholders and directors. A private company requires at least one shareholder, whereas a public company requires a minimum of seven. Directors must be individuals (not corporate bodies) who meet eligibility requirements.

c. Registered Office Address

The registered office address must be clearly stated in the MOA and located within Nepal. Any subsequent change must be reported to the OCR within 30 days.

d. Capital Structure

The authorised, issued, and paid-up capital must be specified. For a private company, there is no statutory minimum; for a public company, the minimum paid-up capital is prescribed by law or sectoral regulator.

e. Drafting the MOA and AOA

• Memorandum of Association (MOA): Sets out the company’s objectives, capital, address, and liability clause.

• Articles of Association (AOA): Provides rules for internal governance, director appointment, share transfers, meetings, and dividend policy.

5. Documents Required for Online Company Registration

Applicants must prepare and upload the following documents in digital format (PDF) when applying through the OCR portal:

• Application for registration of company (Form A).

• Memorandum of Association (MOA) signed by all promoters.

• Articles of Association (AOA) signed by all promoters.

• Citizenship certificate or passport of each shareholder and director.

• Recent photograph of shareholders and directors.

• Name reservation approval letter.

• Proof of registered office address (ownership certificate or lease agreement).

• Specimen signature of directors.

• Consent letter of proposed directors.

• Power of attorney authorizing the representative to submit the application.

• For foreign investors, additional documents include:

  • Certificate of incorporation of parent company.

  • Board resolution authorizing investment.

  • Notarized copies of passport and investment approval from relevant authority.

6. Online Registration Procedure (Step-by-Step)

The online registration of a company in Nepal through the Office of the Company Registrar involves the following systematic steps:

1. Access the Online Portal
   Visit the official OCR portal (www.ocr.gov.np) and create a user account with promoter details.

2. Apply for Name Reservation

   • Submit proposed names for review.

   • The OCR checks for duplication or restricted terms.

   • Approved name is reserved for 90 days.

3. Prepare and Upload Incorporation Documents

   • Fill out the online application form with details of shareholders, directors, and registered office.

   • Upload scanned copies of the MOA, AOA, citizenship certificates, and other required documents.

4. Pay Registration Fees
   The applicable registration fee depends on the company’s authorised capital as per Schedule 1 of the Companies Regulation 2064. Payment can be made electronically or through bank deposit.

5. Verification by the OCR
   The Office reviews the submitted documents and may request clarification or correction.

6. Issuance of Certificate of Incorporation
   Once satisfied, the OCR issues the Certificate of Incorporation, confirming that the company has been duly registered under Section 5 of the Act.

7. Obtain PAN and Tax Registration
   The newly registered company must register with the Inland Revenue Department (IRD) for a Permanent Account Number (PAN) before commencing operations.

7. Government Fees and Capital Requirements

Illustrative fee schedule:

• Up to NPR 100,000 – Fee NPR 1,000

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

• NPR 500,001 to 25,00,000 – Fee NPR 9,500

• NPR 2,500,001 to 1,00,00,000 – Fee NPR 16,000

• NPR 1,00,00,001 to 2,00,00,000 – Fee NPR 19,000

• Above NPR 10 million – Incremental fee as per schedule

8. Certificate of Incorporation

Upon approval, the Certificate of Incorporation is issued by the OCR. This certificate confirms that the company has been legally formed under the Companies Act 2063 and is authorized to carry on business from the date of registration mentioned therein.

The certificate serves as legal evidence of existence and is required for opening bank accounts, registering for tax, and applying for business permits.

9. Post-Registration Compliance

After registration, a company must comply with statutory obligations prescribed by the Companies Act 2063 and related laws.

a. Tax and Accounting Compliance

• Obtain PAN and VAT registration (if applicable).

• Maintain proper books of account and submit periodic tax returns to the Inland Revenue Department.

b. Company Records

Maintain the following statutory registers:

• Register of shareholders.

• Register of directors.

• Minutes of meetings.

• Register of loans and mortgages.

c. Annual General Meeting (AGM)

• A public company must hold an AGM within one year from incorporation and subsequently every year.

• A private company may also hold AGMs as per its Articles of Association.

d. Filing of Annual Returns

• Annual financial statements, auditor’s report, and director’s report must be filed with the OCR within prescribed time limits.

• Late filing attracts penalties.

10. Digitalization and Reforms

The Government of Nepal has introduced several digital initiatives to simplify company registration. The OCR’s e-filing system supports online verification, document upload, and digital communication.

The Electronic Transaction Act 2063 recognizes digital signatures and electronic records, thereby validating online company registration documents. This reform enhances legal certainty for businesses operating in Nepal’s digital environment.

11. Role of Medha Law and Partners

Medha Law and Partners assists individuals and corporations in all stages of company registration and corporate compliance. The firm provides professional services including:

• Drafting and review of Memorandum and Articles of Association.

• Advising on shareholding structure and capital planning.

• Managing online filings with the OCR.

• Coordinating PAN, VAT, and tax registrations.

• Advising on post-incorporation legal compliance, board governance, and restructuring.

• Representing clients in matters involving regulatory approval or dispute resolution.

Through precise legal guidance and technical support, the firm ensures clients meet all statutory obligations under the Companies Act 2063, Companies Regulation 2064, and related laws.

12. Common Issues and Practical Considerations

• Errors in digital signatures or incomplete PDF documents.

• Mismatch between shareholder details in MOA/AOA and online form.

• Delays in name approval due to duplication.

• Rejection for missing lease agreements or incomplete citizenship copies.

13. Post-Incorporation Governance

After obtaining registration, every company must operate in compliance with corporate governance standards set by the Act.

• The Board of Directors manages the company’s affairs.

• Meetings of the Board must be held periodically, maintaining proper minutes.

• Auditors must be appointed to audit financial statements annually.

• Dividend distribution must follow legal provisions and company’s Articles.

• Changes in directors or capital must be reported to the OCR.

Non-compliance can attract penalties or lead to suspension of company status.

14. Deregistration, Merger, and Liquidation

The Companies Act 2063 also provides mechanisms for winding up or merging companies.

• Voluntary Liquidation: Initiated by shareholders through special resolution when the company has no liabilities.

• Court-ordered Liquidation: Initiated by creditors or the Registrar under specified grounds.

• Merger and Acquisition: Regulated under Sections 177 to 186, allowing two or more companies to merge with approval from the OCR and shareholders.

Each process must comply with prescribed filings, publication notices, and clearance from tax authorities.

15. Advantages of Registering Under the Companies Act 2063

• Legal recognition as an independent entity.

• Protection of shareholders’ personal assets.

• Ability to raise capital and attract investment.

• Eligibility to enter contracts and own property.

• Enhanced credibility with banks and partners.

• Perpetual succession irrespective of shareholder changes.

These legal protections make the company form a preferred structure for both domestic and foreign investors in Nepal.

16. Summary of Online Registration Process

In concise sequence:

• Step 1: Create user profile at OCR portal.

• Step 2: Reserve company name.

• Step 3: Prepare MOA and AOA.

• Step 4: Upload documents and complete application form.

• Step 5: Pay prescribed fee.

• Step 6: Receive certificate of incorporation.

• Step 7: Register for PAN and other licenses.

Schedule of Fees, Duties, and Penalties for Company Registration in Nepal

This table outlines the applicable registration fees, duties, and penalties for company incorporation, conversion, capital increase, and other filings under the Companies Act 2063 (2006) and related provisions. It reflects the latest amendments published in the Nepal Gazette, Volume 73, Number 29, dated 2080/6/8 (2023 September).

(A) Private Limited Company Registration

(B) Public Limited Company Registration

(C) Increase in Capital by an Existing Registered Company

When a registered company increases its authorized or paid-up capital, it must pay the registration fee applicable to the additional amount of capital, after deducting the fee already paid for the previous authorized capital, calculated at the prevailing rate.

(D) Registration of Branch Office of a Foreign Company

(As per Section 154, Sub-sections (2) and (3) of the Companies Act 2063)

(E) Registration of Liaison (Contact) Office of a Foreign Company

A foreign company establishing a liaison or contact office in Nepal shall pay a lump sum registration fee of Rs. 50,000.

(F) Registration of a Company Not Distributing Profits

A non-profit company established under Section 166(2) of the Companies Act 2063 shall pay a flat fee of Rs. 15,000.

(G) Conversion and Other Company Actions

(H) Penalty Provisions (Fines)

According to Sections 51, 78, 120, 131, and 156 of the Companies Act 2063, a company that fails to submit required details, information, or responses within the prescribed time shall be subject to the following penalties (Section 81):

1. Private and Public Companies

2. Non-Profit Companies

The same penalties as applicable to companies having paid-up capital up to Rs. 10 million shall apply:

• Rs. 2,000 (within 3 months),

• Rs. 3,000 (next 3 months),

• Rs. 5,000 (additional 6 months),

• Rs. 10,000 per year after lapse.

3. Additional Monthly Fine

If a company fails to provide the required statements, information, or reports even after one month of the prescribed time limit, a fine of Rs. 200 per month shall be levied until submission.

(I) Gazette and Fiscal Exemptions

As per the notice published in the Nepal Gazette, Volume 73, Number 29 (2080/6/8):

Conclusion

Online company registration in Nepal has transformed the traditional incorporation system into an accessible digital procedure aligned with modern governance. The Companies Act 2063 establishes the legal foundation, while the Office of the Company Registrar ensures oversight and transparency.

Entrepreneurs, startups, and investors can now incorporate private, public, or non-profit companies entirely online by submitting necessary documents, paying statutory fees, and complying with the prescribed steps. The process creates legal certainty, protects shareholders, and supports Nepal’s growing business environment. Medha Law and Partners Is a leading Law firm in Nepal.