Company Registration in Nepal (2025) updated

Introduction to Company Registration in Nepal (2025) updated

Online company registration in Nepal is governed by the Companies Act, 2063 (2006), and implemented through the Office of the Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies. The OCR has introduced an electronic company registration system to simplify and streamline the incorporation process. This platform allows applicants to perform name searches, upload required documents, and track the status of their applications remotely. Company Registration in Nepal (2025) updated.

Medha Law and Partners is a leading law firm in Nepal, offering expert legal services for company formation, online registration, and post-incorporation compliance. The transition to online registration has reduced physical visits to government offices and increased efficiency in processing applications. The digital system enhances transparency, minimizes documentation errors, and supports faster communication with authorities.

Types of Companies Eligible for Online Registration

The Companies Act, 2063, permits the registration of several types of business entities through the OCR’s online system. These include:

• Private Limited Company: Minimum one and maximum 101 shareholders. Most common structure for small and medium enterprises.
• Public Limited Company: Requires at least seven shareholders. Eligible to raise capital through public offerings.
• Non-Profit Company (Not-for-Profit): Formed for charitable, social, religious, cultural, or educational objectives. Cannot distribute profits to members.
• Foreign Company: Foreign entities can register branch offices or liaison offices to operate in Nepal, subject to approval from relevant authorities.

All these company types can be registered online by submitting digital documents through the OCR portal.

Benefits of  Company Registration in Nepal

Online company registration offers a number of operational and regulatory advantages. These include:

• Remote Access: Allows registration without visiting OCR physically.
• Paperless Process: Digital document submission minimizes the need for physical paperwork.
• Faster Processing: Reduces delays in verification and communication.
• Transparency: Applicants can track application status in real time.
• Standardization: Promotes consistent documentation formats.
• Data Security: Protects submitted information through secure digital systems.

Businesses benefit from reduced costs and streamlined communication with government authorities, making the online process suitable for both local and foreign investors.

Legal Requirements for Online Company Registration

Company registration in Nepal must meet the criteria outlined in the Companies Act, 2063. Legal requirements for online company formation include:

• A minimum of one promoter for private companies and seven for public companies.
• A proposed company name not already registered with OCR.
• A defined office address within Nepal.
• A clear declaration of authorized and issued capital.
• Submission of a Memorandum of Association (MOA) and Articles of Association (AOA).
• Citizenship certificate or passport (for foreign nationals) of shareholders and directors.
• Consent letters from directors agreeing to take office.

These requirements apply regardless of whether registration is conducted online or offline.

Documents Required for Online Registration

The following documents are required to register a company online in Nepal:

• Digitally filled application form for company registration.
• Memorandum of Association (MOA).
• Articles of Association (AOA).
• Citizenship certificates or passports of shareholders and directors.
• Passport-size photos of each promoter.
• Proof of registered office address (lease or ownership agreement).
• Consent letters from all proposed directors.
• Power of attorney if the application is submitted through a representative.

All documents must be uploaded to the OCR portal in digital format, preferably in PDF. Documents must be in the Nepali language unless otherwise specified.

Step-by-Step Online Registration Process

To register a company online in Nepal, follow these steps:

• Step 1: Visit ocr.gov.np and register for an account.
• Step 2: Submit a request for company name approval.
• Step 3: Prepare and upload the MOA, AOA, and other required documents.
• Step 4: Submit the complete application through the OCR portal.
• Step 5: Pay government registration fees using the provided payment options.
• Step 6: OCR reviews the application. Clarifications may be requested.
• Step 7: Upon approval, receive the Certificate of Incorporation via the portal.

The process must be completed in the sequence prescribed by OCR.

Timeline for Online Registration Process Completion

The online company registration process typically takes 7 to 10 working days. Estimated timeframes are:

• Name Reservation: 1 to 2 working days.
• Document Submission and Review: 3 to 5 working days.
• Certificate Issuance: Within 2 to 3 working days after final approval.

Delays may occur if documents are incomplete or if the OCR requires additional clarification.

Costs Associated with Online Company Registration

The cost of online company registration in Nepal depends on several factors, including authorized capital and professional service fees. Approximate costs include:

• Government Registration Fees: NPR 1,000 to NPR 70,000 (based on capital).
• Digital Signature Costs: NPR 2,000 to NPR 3,000 (optional).
• Consultation Fees: Varies depending on the law firm or service provider.
• Miscellaneous Charges: Translation, notarization, and courier fees if required.

Applicants should review fee structures and consult professional firms to estimate total expenses.

Government Fees and Payment Methods Online

OCR registration fees are categorized by 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
• NPR 2,500,001 – NPR 10,000,000: NPR 16,000
• Above NPR 10,000,000: NPR 70,000

Payments can be made online using:

• eSewa
• Khalti
• ConnectIPS
• Bank deposit through partner institutions

Receipts must be uploaded with the application.

Checklist for Submitting an Online Application

Use the following checklist before submitting your online application:

• Verify company name availability on OCR portal.
• Prepare MOA and AOA in Nepali language.
• Collect citizenship/passport copies of promoters.
• Arrange passport-size photos of promoters.
• Draft director consent letters.
• Secure a registered office address and related documents.
• Pay registration fee online and obtain proof.
• Ensure all files are in PDF format and within upload limits.

This checklist reduces the chance of errors or delays during the registration process.

Applicable Laws and Online Registration Provisions

Online company registration in Nepal is governed by the following laws:

• Companies Act, 2063 (2006): Primary legislation for company incorporation.
• Electronic Transaction Act, 2063 (2006): Legal validity for digital submissions.
• Foreign Investment and Technology Transfer Act, 2075: Regulates foreign investments.
• Industrial Enterprises Act, 2076: Related to business classification and incentives.

Compliance with these laws ensures the legality and validity of online registration procedures.

Authorities Managing Online Registration Platform

The following authorities are involved in the online registration process:

• Office of the Company Registrar (OCR): Operates the e-service portal and processes applications.
• Ministry of Industry, Commerce and Supplies: Supervises OCR functions.
• Inland Revenue Office (IRO): Issues PAN and VAT certificates after registration.
• Department of Industry: Involved if foreign investment is included.

OCR remains the central authority for company registration activities.

Common Errors in Online Submission and Fixes

Applicants often face issues due to:

• Submitting incomplete or mismatched documents.
• Exceeding file size or using incorrect formats.
• Using a company name already taken.
• Not responding promptly to OCR clarification requests.
• Failing to upload payment receipt.

These issues can be avoided by reviewing submission guidelines and using professional assistance.

Compliance After Online Company Registration

Once registered, companies must comply with legal obligations such as:

• Obtain Permanent Account Number (PAN) from the Inland Revenue Office.
• Open a business bank account in the company’s name.
• Register for VAT if turnover meets the threshold.
• Maintain statutory books and registers.
• Conduct annual general meetings (AGMs).
• Submit annual returns and financial reports to OCR.

Failure to meet compliance requirements may lead to penalties or legal action.

Professional Assistance for Online Registration

Law firms like MedhaCorpLaw provide specialized services to ensure proper online registration. Services include:

• Legal consultation on suitable company type.
• Preparation of MOA, AOA, and supporting documents.
• Online submission on behalf of clients.
• Payment processing and tracking.
• Communication with OCR for clarifications.
• Post-registration compliance services.

Using professional support helps avoid delays and ensures the application meets all legal standards.

FAQs

How do I register a company online?
Register through the OCR portal by submitting digital documents and completing online payment.

Can I use eSewa for registration fees?
Yes, OCR accepts payments through eSewa, Khalti, and other platforms.

What is the timeline for online approval?
Approval usually takes 7 to 10 working days if documents are accurate.

Can foreigners use online registration?
Yes, foreign nationals can register companies, following investment and documentation rules.

Is online registration faster than offline?
Yes, online registration is more efficient and requires fewer physical visits.

Who can help with online registration?
Legal service providers like Medha Law and Partners  offer full assistance with the online process.