Introduction to Company Registration Requirements in Nepal
Company registration in Nepal is governed by the Companies Act, 2063 (2006). It is mandatory for any business entity wishing to operate as a legal person. The Office of the Company Registrar (OCR) is the authority that oversees company registration. Proper documentation, legal compliance, and fee payments are required for successful registration.
Eligibility Criteria for Company Registration in Nepal
- Minimum one shareholder and one director for private companies.
- Minimum seven promoters for public companies.
- Shareholders can be Nepali or foreign nationals (with approval).
- Must have a registered office in Nepal.
- Comply with minimum capital requirement depending on company type.
Essential Documents Required for Company Registration
- Proposed name approval letter
- Application for registration
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Citizenship or passport copies of shareholders and directors
- Lease agreement or ownership document of office
- Power of attorney
- Bank deposit slip for capital
Process Overview for Registering a Company in Nepal
- Reserve company name at OCR
- Prepare and notarize MOA and AOA
- Submit application and documents to OCR
- Pay registration and government fees
- Obtain certificate of incorporation
- Register for PAN/VAT at Inland Revenue Department
- Open company bank account
- Obtain additional licenses if required
Timeframe for Company Registration in Nepal
- Name reservation: 1-2 days
- Document preparation: 2-3 days
- OCR approval and registration: 5-10 working days
- Total process time: 7 to 15 working days
Government Fees and Taxes for Company Registration
- NPR 1,000 for application fee
- NPR 100-1,000 for name reservation
- Capital-based registration fee (from NPR 15,000 to 1.5% of authorized capital)
- PAN registration is free of charge
Minimum Capital Requirement for Company Registration
- Private company: No statutory minimum, but usually NPR 100,000 or above
- Public company: Minimum NPR 10,000,000 (1 crore)
- Foreign investment: Minimum NPR 20,000,000 (as per FITTA, 2019)
Checklist of Steps for Company Registration in Nepal
- Choose and reserve company name
- Prepare and notarize MOA and AOA
- Collect all required documents
- Deposit capital in a bank
- Submit application at OCR
- Pay registration fees
- Receive registration certificate
- Register for PAN/VAT
Legal Provisions for Company Registration in Nepal
- Companies Act, 2063 governs the formation and operation of companies
- Income Tax Act, 2058 for tax-related obligations
- Foreign Investment and Technology Transfer Act, 2075 for FDI
- Industrial Enterprises Act, 2076 for industry-specific registration
Authorities Involved in Company Registration Process
- Office of the Company Registrar (OCR)
- Inland Revenue Department (IRD)
- Nepal Rastra Bank (NRB) for foreign investment
- Department of Industry (for specific licenses)
Additional Services for Company Registration in Nepal
- Legal advisory and drafting services
- Company name search and reservation
- Preparation of MOA and AOA
- OCR application filing and follow-up
- Post-registration compliance and reporting
Benefits of Registering a Company in Nepal
- Separate legal identity
- Limited liability of shareholders
- Access to legal recognition and funding
- Possibility to expand operations locally and internationally
- Legal protection of business name and structure
Challenges in Meeting Company Registration Requirements
- Complexity in preparing legal documents
- Time delays due to bureaucratic procedures
- Misunderstanding of compliance rules
- Frequent law and policy changes
- Difficulty for foreign nationals without proper local guidance
How to Avoid Common Registration Mistakes
- Ensure unique and approved company name
- Draft MOA and AOA with expert assistance
- Prepare complete and accurate documents
- Understand capital and legal requirements
- Hire a professional for registration assistance
Post-Registration Compliance for Newly Registered Companies
- Conduct board meetings and maintain minutes
- File annual returns with OCR
- Submit financial reports annually
- Maintain updated share register
- Renew PAN and VAT registration annually
- Obtain necessary industry-specific licenses if applicable
FAQs
What are the basic requirements for registering a company?
A name, MOA, AOA, valid ID of promoters, office address, and application at OCR.
How much does it cost to register a company in Nepal?
Costs range from NPR 15,000 to NPR 70,000 depending on capital.
What documents do I need for company registration?
MOA, AOA, ID copies, office lease, capital deposit proof, power of attorney.
How long does the company registration process take?
Usually takes 7 to 15 working days.
What is the minimum capital for company registration in Nepal?
For private: no minimum; for public: NPR 1 crore; FDI: NPR 2 crore.
Are foreign investors allowed to register companies in Nepal?
Yes, with approval from Nepal Rastra Bank and DoI.
What are the government fees for registering a company?
Includes NPR 1,000 application fee, name fee, and capital-based fee.
Can I register a company online in Nepal?
Yes, partial steps like name reservation are online. Full submission is manual.
What are the laws for company registration in Nepal?
Companies Act, Income Tax Act, FITTA, and Industrial Enterprises Act.
Which authorities oversee company registration in Nepal?
OCR, IRD, NRB, and Department of Industry.