1. Introduction to Private Company Registration
Register a Private Company Online in Nepal. Private company registration in Nepal operates under the Companies Act, 2063 (2006). This structure is widely used for small to medium-sized businesses. It provides limited liability protection to shareholders. Applicants can now complete the process online through the Office of the Company Registrar (OCR) portal. This system allows digital submission of documents and status tracking, streamlining the overall registration. Medha Law and Partners Is a leading law firm in Nepal.
2. Why Choose Private Company in Nepal
Private limited companies are practical for businesses that prefer a simplified structure and fewer legal obligations. They require fewer shareholders than public companies. Restrictions on share transfers help maintain ownership control. The Companies Act exempts private companies from several public reporting obligations. Limited liability ensures that personal assets remain unaffected by company debts.
3. Requirements for Private Company Setup
According to the Companies Act, 2063, you must fulfill the following to set up a private company:
- Minimum of 1 and maximum of 101 shareholders
- At least one director (can be the same as shareholder)
- Registered office address in Nepal
- Unique and approved company name
- Defined business objectives
- Capital as decided by promoters (no legal minimum)
These details must appear in the Memorandum and Articles of Association.
4. Step-by-Step Online Registration Procedure
To register online with OCR Nepal:
- Create an account at https://ocr.gov.np
- Submit a name reservation application
- Wait 2–3 working days for approval
- Complete Form A with company details
- Upload necessary documents in PDF format
- Submit application online
- Pay registration fees (online or via bank)
- Track status in your dashboard
- Download the certificate after approval
Check all entries and files before submission.
5. Where and How to Register Privately
OCR’s official portal is the only online platform for company registration. The portal provides:
- Name search and reservation system
- Digital submission of Form A
- Upload of MOA, AOA, and supporting documents
- Status tracking and final certificate download
For physical support, applicants can visit OCR’s office in Tripureshwor, Kathmandu.
6. Documents Required for Private Company
You need the following for private company registration:
- Proposed company name and objectives
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Citizenship certificate of each promoter
- Passport (for foreign shareholders)
- Consent letters from directors
- Lease agreement or office ownership proof
- Recent passport-sized photos
- Power of Attorney (if using a third party)
- Duly completed Form A
- PAN registration form (optional but advisable)
All documents should be clear, legible, and in PDF format.
7. Cost of Registering Private Company Nepal
Fees depend on authorized capital (as per Schedule 6 of the Companies Act, 2063):
- Up to NPR 1,00,000: NPR 1,000
- NPR 1,00,001 to NPR 5,00,000: NPR 4,500
- NPR 5,00,001 to NPR 25,00,000: NPR 9,500
- NPR 25,00,001 to NPR 1 crore: NPR 16,000
- Above NPR 1 crore: Fee increases as per slab
Other costs may include legal, notary, and PAN-related fees.
8. Timeframe for Private Company Approval
Generally, it takes 5 to 7 working days to register a private company:
- Name approval: 2–3 working days
- Application review: 3–4 working days
- Certificate issuance: 1 day after approval
Incomplete documents or mismatches may delay approval.
9. Legal Structure of Private Companies
A private company is a distinct legal entity. Shareholders are liable only for their subscribed capital. The company has perpetual succession and can sue, be sued, or own property. Share transfers are limited as per Section 3 of the Companies Act. Governance relies on its MOA, AOA, and board decisions.
10. Government Rules and Fee Schedule
The Companies Act, 2063 regulates private companies in Nepal. Key areas include:
- Company incorporation and operational framework
- Board formation and responsibilities
- Share management and restrictions
- Legal dissolution process
- Maintenance of statutory records
Fees must be paid online or through designated banks using vouchers.
11. Benefits of Private Limited Registration
Advantages of forming a private limited company in Nepal include:
- Limited liability for shareholders
- Independent legal identity
- Management flexibility
- Fewer disclosure obligations
- Suitable for smaller and family-owned enterprises
- 100% foreign ownership allowed (as per FITTA 2019)
These benefits appeal to startups and SMEs.
12. Using OCR Portal for Online Filing
OCR’s digital portal offers tools to complete registration online:
- Secure login and personalized dashboard
- Name availability checker
- Digital Form A submission
- Upload area for supporting documents
- Real-time application status
- Final certificate download link
This system reduces physical interaction and simplifies filing.
13. Common Issues in Online Registration
Frequent problems during the process include:
- Low-resolution or illegible uploads
- Discrepancies in names or IDs
- Mistakes in MOA or AOA
- Typos in digital forms
- Missed name availability check
- Delays in verifying bank payments
Double-checking entries and seeking legal guidance helps avoid errors.
14. Online Help Desks and Support Centers
For support, use the following:
- Help desk on ocr.gov.np
- OCR-provided FAQs and templates
- Email and phone support
- In-person service at OCR, Tripureshwor
Registered law firms and company secretaries also offer guided services.
15. Final Pre-Submission Document Checklist
Verify the following before final submission:
- Name reservation is approved
- MOA and AOA are complete and signed
- ID documents are legible and accurate
- Office address proof is available
- Application form is properly filled
- All uploads are in correct format and size
- Payment voucher or receipt is attached
Checking these items minimizes chances of rejection.
FAQs
What is a private company?
A private company is a limited liability business owned by a few individuals. It cannot offer shares to the public and suits small to medium enterprises in Nepal.
How many shareholders needed?
Nepal’s Companies Act allows 1 to 101 shareholders for a private limited company. You can start with a single owner.
Can I register online fully?
Yes, OCR Nepal’s website supports full digital registration. You don’t need to visit physically unless the authority asks for clarification.
Is address proof necessary?
Yes, either a lease agreement or property ownership deed must be provided to confirm the office address.
Who verifies uploaded documents?
The Office of the Company Registrar reviews all uploads. If there are errors or missing items, they will request corrections.
How long does approval take?
Approval usually takes 5 to 7 working days, assuming there are no problems with the application.
What is MOA and AOA?
The MOA outlines the objectives and capital structure. The AOA sets internal rules and management procedures.
Is a lawyer compulsory?
A lawyer is not legally required. However, legal advice is helpful for preparing compliant documents.
What fees are government charges?
Government fees range from NPR 1,000 to NPR 16,000, depending on capital. This excludes PAN, legal, and advisory charges.
What happens after registration?
After registration, apply for PAN, open a company bank account, and maintain records. Begin tax compliance within 3 months.