Introduction to online company registration in Nepal
Online company registration in Nepal refers to the digital process of incorporating a business entity through the official portal of the Office of the Company Registrar (OCR). This modern method has replaced the outdated paper-based system. Introduced under the Companies Act, 2063 (2006), the online registration system enables applicants to submit all necessary documents, monitor their application status, and receive registration certificates electronically.
To initiate the process, users must visit the OCR portal at www.ocr.gov.np. The portal accepts applications for Private Limited, Public Limited, Not-for-Profit Companies, and Partnership Conversions. The Government of Nepal mandated digital filing to minimize delays, enhance transparency, and improve access to business registration services. Medha Law and Partners is a leading corporate and best law firm in Nepal, offering expert legal support throughout this process.
Legal Framework Governing company Registration
The legal foundation for online company registration in Nepal by OCR portal | to start a business legally is the Companies Act, 2063 (2006). This Act outlines procedures for company incorporation, governance structures, compliance requirements, and penalties for non-compliance. Additional laws that impact the process include:
- Industrial Enterprises Act, 2076 (2019)
- Income Tax Act, 2058 (2002)
- Foreign Investment and Technology Transfer Act (FITTA), 2075 (2019)
All applications submitted online must comply with these statutes. Specifically, Chapters 2 and 3 of the Companies Act detail the registration process, required documents, and shareholding structures.
Eligibility and Requirements for Online Registration
To begin the online registration, an individual must meet certain eligibility criteria. Any Nepali citizen aged 18 or older with a valid citizenship certificate qualifies. However, foreigners must first obtain approval from the Department of Industry and Nepal Rastra Bank under FITTA.
Basic Requirements Include:
- Minimum of one shareholder (for private companies)
- At least one director
- Registered business address
- Approved company name from OCR
- Declared paid-up capital
- Directors must not be legally disqualified under Section 76
Types of Companies You Can Register
Nepali law recognizes several company types, each with distinct features:
- Private Limited Company: Allows 1–50 shareholders and restricts share issuance to the public.
- Public Limited Company: Requires a minimum of 7 shareholders and permits public share issuance.
- Not-for-Profit Company: Operates under Section 166, focusing on social and charitable objectives.
- Foreign Company: Functions as a branch or subsidiary, registered under FITTA and Section 154.
Each category adheres to different compliance and registration standards, which applicants must carefully review.
Documents Required for Online Registration
When applying online, you must upload scanned copies of all required documents. These include:
- Citizenship certificates of all promoters
- Passport-sized photographs
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Name reservation approval from OCR
- Power of Attorney (if applicable)
- Proof of business address (e.g., utility bill or lease)
- Board Resolution (if necessary)
- Digital signature certificate (optional but beneficial)
Ensure all files are in PDF format and under 1MB each to avoid upload errors.
Step-by-Step Online Registration Process
To register a company online in Nepal, follow this clear step-by-step process:
- Visit the OCR Portal: Go to www.ocr.gov.np
- Create an Account: Register using a valid email address.
- Reserve Company Name: Submit a name request and wait for approval.
- Fill Out MOA and AOA: Use the portal to complete required forms.
- Upload Required Documents: Attach the prepared PDFs.
- Submit for Review: Send the application for OCR verification.
- Respond to Comments: Make corrections if OCR requests.
- Pay Government Fees: Use online or designated bank methods.
- Receive Certificate: Once approved, download your registration certificate.
Following each step diligently helps ensure quick and accurate registration.
Online Portal of the OCR (Office of Company Registrar)
The OCR portal (www.ocr.gov.np) is the official digital platform for company registration. It allows users to:
- Reserve company names
- Submit and monitor applications
- Respond to OCR feedback
- Download official certificates
Managed by the Ministry of Industry, Commerce, and Supplies, the portal supports both English and Nepali. It uses HTTPS encryption for secure transactions and requires valid contact details for account setup.
Timeframe for Completing Online Registration
The total registration duration depends on how quickly applicants submit accurate information and OCR processes the application. Typically:
- Name Reservation: 1–2 working days
- Document Review: 3–5 working days
- Certificate Issuance: 1–2 working days
Thus, the full process usually takes between 5 to 10 working days, barring any issues.
Government Fees and Associated Costs
Fees vary based on authorized capital:
- Up to NPR 100,000: NPR 1,000
- NPR 100,001–5,00,000: NPR 4,500
- NPR 500,001–25,00,000: NPR 9,500
- NPR 2.5M to 10M: NPR 16,000
- Over NPR 10M: NPR 19,000+
Additional Costs:
- PAN Registration: Free
- Digital Signature: NPR 2,000–3,000
- Legal Assistance: NPR 5,000–15,000
Applicants can pay fees online or through designated banks.
Registration Checklist for Applicants
Before submitting your application, go through this checklist:
- Company name approved
- MOA and AOA finalized
- Citizenship and ID documents uploaded
- Director and shareholder details accurate
- Business address verified
- Required fees paid
- Files named correctly and legibly
- Signatures and photos attached
- Contact information functional
Completing this list helps prevent common errors.
Post-Registration Compliance Requirements
After registration, ensure timely compliance with legal obligations:
- Get PAN from Inland Revenue Office
- Register for VAT if turnover > NPR 2 million
- Open a bank account in the company’s name
- Prepare a company seal
- Appoint an auditor within 3 months (if capital > NPR 1 crore)
- Hold a board meeting and issue share certificates
Sections 81–94 of the Companies Act govern these obligations.
Benefits of Online Company Registration
Online registration offers several clear advantages:
- No physical presence required
- Faster processing and approval
- Real-time status tracking
- Secure document storage
- Lower administrative costs
- Standard process across all regions
This digital system simplifies business formation for individuals in both urban and rural areas.
Common Mistakes to Avoid During Registration
Many applications are delayed due to avoidable errors. You should avoid:
- Selecting restricted or duplicate company names
- Submitting blurry or incorrect documents
- Using inconsistent names across documents
- Entering wrong data in MOA or AOA
- Skipping required form fields
- Uploading files in wrong formats or sizes
Double-checking your application or seeking professional help can mitigate these issues.
Legal Services Available for Registration Assistance
Law firms in Nepal provide valuable assistance throughout the registration process. Services typically include:
- Advising on the best company structure
- Drafting MOA and AOA
- Assisting with name reservation
- Completing online forms
- Addressing OCR feedback
- Structuring shares properly
- Handling foreign investment registration
Engaging a corporate legal expert ensures timely and accurate submissions.
Final Review and Submission Guidelines
Before clicking submit, verify the following:
- MOA and AOA versions match
- Company name and spelling are correct
- Director details are accurate
- All documents are properly labeled
- Required signatures are present
- Capital and ownership entries are precise
- Contact details work for communication
Only after confirming all points, proceed to submit and regularly check email or the portal dashboard for updates.
For company registration in Nepal 2025
Registering a company in Nepal is governed by the Companies Act, 2063 (2006) and other related regulations. As of 2025, Nepal has improved its online company registration system through the Office of the Company Registrar (OCR). Medha Law and Partners provides expert guidance to help entrepreneurs, foreign investors, and nonprofit organizations navigate through all legal procedures.
This guide explains everything about company registration, including types of companies, online registration steps, necessary documents, revenue fees (राजश्व दस्तुर), and professional legal fees.
2. Types of Companies in Nepal
Under the Companies Act of Nepal, there are several types of companies that individuals and organizations can register:
- a) Private Limited Company (Pvt. Ltd.)
- Most common form of business
- Can have 1 to 101 shareholders
- Cannot raise funds from the public
- Suitable for small to medium enterprises (SMEs)
- b) Public Limited Company ( Limited )
- Must have at least 7 shareholders
- Can issue shares to the public
- Suitable for large-scale businesses and listed companies
- c) Profit-Not-Distributing Company
- Established for social, educational, religious, or charitable purposes
- Cannot distribute profit to members
- d) Foreign Company (Branch or Liaison Office)
- For foreign companies wishing to open a branch or contact office in Nepal
3. Step-by-Step Process of company registration
1: Name Reservation
- Apply for name approval through OCR’s website
- Name must be unique and not violate public interest or trademarks
2: Prepare Documents
- Memorandum and Articles of Association (MoA & AoA)
- Application in prescribed format
- Copy of citizenship or passport (for foreigners)
- Photographs and signature specimens
3: Submission to OCR
- Submit online application and required documents
- Make payment of registration fees (Dastur)
4: Verification by OCR
- OCR verifies details
- Issues Certificate of Incorporation
5: PAN/VAT Registration
- After company registration, apply for PAN at Inland Revenue Office
4. online company registration in Nepal
Online registration is mandatory through the OCR portal:
- Visit: ocr.gov.np
- Create account and apply for name reservation
- Upload documents and pay registration fees online
- Track status of application via dashboard
5. Required Documents
Private and Public Companies:
- Application (Form A)
- MoA and AoA
- Copy of citizenship of shareholders and directors
- Signature specimen of directors
- Passport size photos
- Lease agreement if office address is rented
Foreign Companies:
- Parent company documents
- Board resolution
- Power of attorney
- Proposed capital investment
- Tax clearance certificate (if applicable)
Profit-Not-Distributing Companies:
- Objectives related to non-profit activities
- Approval from concerned ministry
6. Government Revenue (Rajashwo) Fees (Updated 2025)
A. For Private Limited Companies:
| Authorized Capital | Government Fee (Rs.) |
| Up to Rs. 1,00,000 | 1,000 |
| 1,00,001 – 5,00,000 | 4,500 |
| 5,00,001 – 25,00,000 | 9,500 |
| 25,00,001 – 1,00,00,000 | 16,000 |
| 1,00,00,001 – 2,00,00,000 | 19,000 |
| 2,00,00,001 – 3,00,00,000 | 22,000 |
| 3,00,00,001 – 4,00,00,000 | 25,000 |
| 4,00,00,001 – 5,00,00,000 | 28,000 |
| 5,00,00,001 – 6,00,00,000 | 31,000 |
| 6,00,00,001 – 7,00,00,000 | 34,000 |
| 7,00,00,001 – 8,00,00,000 | 37,000 |
| 8,00,00,001 – 9,00,00,000 | 40,000 |
| 9,00,00,001 – 10,00,00,000 | 43,000 |
| Above Rs. 10 crore | Rs. 30 per lakh |
B.For Public Limited Companies:
| Capital | Fee (Rs.) |
| Up to 10 crore | 15,000 to 40,000 |
| 10–20 crore | 70,000 |
| 20–30 crore | 1,00,000 |
| 30–40 crore | 1,30,000 |
| 40–50 crore | 1,60,000 |
| Above 50 crore | Rs. 3,000 per crore |
C. For Foreign Companies (Branch Office):
| Investment | Fee (Rs.) |
| Up to 10 crore | 15,000 |
| 10–20 crore | 70,000 |
| 20–30 crore | 1,00,000 |
| 30–40 crore | 1,30,000 |
| 40–50 crore | 1,60,000 |
| Above 50 crore | Rs. 3,000 per crore |
- Contact Office: Rs. 50,000 (flat fee)
- Profit-Not-Distributing Company: Rs. 15,000 (flat fee)
7. Lawyer’s Fee (Excluding Government Dastur)
At Medha Law and Partners, our professional fees for company registration are reasonable, transparent, and based on the complexity of the case. Below is an approximate breakdown (exclusive of VAT and government fees):
| Types of Company | Lawyer’s Fee (Rs.) |
| Private Company | 10,000 – 20,000 |
| Public Company | 25,000 – 40,000 |
| Non-Profit Company | 20,000 – 30,000 |
| Foreign Branch Office | 30,000 – 50,000 |
| Contact Office | 25,000 – 35,000 |
| Capital Increment Filing | 7,000 – 15,000 |
| Name Change | 5,000 – 10,000 |
| Conversion Pvt. Ltd. ↔ Ltd. | 15,000 – 25,000 |
Note: Fee depends on number of shareholders, complexity, document translation needs, foreign director involvement, and urgency.
- Other Related Provisions and Legal Notes
- Capital Increase: Only the extra capital portion is chargeable. Past paid amounts are deducted.
- Company Name Change: 25% of prevailing registration fee (max Rs. 5,000)
- Penalty for Non-Compliance:
- 1,000 – Rs. 20,000 per year depending on capital and delay duration
- 200/month if submission is 1+ month overdue
- Foreign Company Disclosure: Must provide details as per Section 154(9); Rs. 50 per page for certified copy.
FAQs
What is OCR in Nepal?
The Office of the Company Registrar (OCR) manages all company-related filings in Nepal under the Ministry of Industry, Commerce, and Supplies.
Can I register a company online?
Yes, visit www.ocr.gov.np to complete the entire process online.
How long does it take?
Typically, it takes 5–10 working days, depending on accuracy and OCR review speed.
Do I need a lawyer?
Though not mandatory, hiring a lawyer helps ensure compliance, especially for complex or foreign investment cases.
What documents are required?
Essential documents include citizenship proof, MOA, AOA, photos, name approval, and address proof.
Is registration fully digital?
Yes, from document upload to certificate issuance, everything occurs online.
How much does it cost?
Government fees range from NPR 1,000 to 19,000, depending on capital. Additional costs include optional legal and digital services.
Can foreigners register online?
Yes, but they must obtain prior FDI approval from relevant authorities.
Is the process safe online?
Absolutely. The OCR portal uses secure HTTPS and two-factor authentication.
Where do I begin?
Start by creating an account on the OCR portal and reserving your company name.
online company registration in Nepal.