How to Register a Company in Nepal

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How to Register a Company in Nepal: Complete 2025 Guide

Register a company in Nepal through a streamlined online process managed by the Office of Company Registrar (OCR) under the Companies Act, 2006 (2063). This comprehensive guide covers everything entrepreneurs need to know about company registration in Nepal, including types of companies, required documents, costs, and step-by-step procedures.

Understanding Company Registration in Nepal

What is Company Registration in Nepal?

Company registration in Nepal is the legal process of incorporating a business entity under the Companies Act, 2063 (2006), which establishes the company as a separate legal entity with limited liability protection for its shareholders. The Office of Company Registrar (OCR) serves as the competent authority overseeing this process.

Why Register Your Business in Nepal?

Registering a company in Nepal offers numerous advantages including:

• Limited liability protection for shareholders (personal assets protected)
• Access to funding and investment opportunities
• Tax advantages (25% corporate tax vs. up to 36% for proprietorships)
• Enhanced credibility with customers and financial institutions
• Perpetual succession (business continues despite ownership changes)

Types of Companies You Can Register in Nepal

Private Limited Company

The most common business structure in Nepal with the following characteristics:

• Maximum 101 shareholders
• Minimum paid-up capital: NPR 1 (though practical minimums apply)
• Cannot raise funds from public
• Suitable for small and medium businesses

Public Limited Company

Designed for larger businesses seeking public investment:

• Minimum 7 shareholders (no maximum limit)
• Can raise capital from public by issuing shares and securities
• Minimum paid-up capital: NPR 10 million
• Mandatory for certain industries (banking, insurance, stock exchange)

Profit Not Distributing Company

Incorporated for non-profit objectives:

• Development of professions
• Protection of collective rights
• Scientific, academic, social, benevolent or public utility objectives
• Cannot distribute dividends to members

Table: Comparison of Company Types in Nepal

Complete Process to Register a Company in Nepal

The company registration process in Nepal involves the following key steps:

Step 1: Company Name Reservation

• Visit OCR portal: https://application.ocr.gov.np
• Create username/password for account access
• Check name availability through online database
• Submit proposed names (up to 3 options)
• Name reservation validity: 90 days

Step 2: Document Preparation

Prepare the following essential documents:

• Memorandum of Association (MOA): Company's constitution and objectives
• Articles of Association (AOA): Internal rules and regulations
• Application form: Completed with all necessary details
• Citizenship copies of all shareholders and directors

Step 3: Online Submission

• Upload signed documents to OCR portal
• Fill digital application form with company details
• Pay registration fees online
• Receive confirmation of submission

Step 4: OCR Examination

• Document verification by OCR officials
• Compliance check with Companies Act provisions
• Query resolution (if any issues identified)
• Approval notification via email

Step 5: Certificate Issuance

• Digital certificate issued upon approval
• Company registration number assigned
• Incorporation certificate available for download
• Physical certificate available upon request

Step 6: Tax Registration

• PAN registration: Obtain Permanent Account Number
• VAT registration: If turnover exceeds threshold
• Tax compliance setup: For ongoing tax obligations

Required Documents for Company Registration in Nepal

To register a company in Nepal, you must prepare and submit the following documents:

1. Application to OCR: Formal registration request
2. Memorandum of Association (MOA): Company charter document
3. Articles of Association (AOA): Internal regulations document
4. Citizenship certificates: Of all shareholders and directors
5. Passport-sized photographs: Of all directors
6. Proof of address: Registered office location
7. Details of shareholders: Names, addresses, shareholdings

Table: Document Requirements Checklist

Costs and Timeline for Company Registration

Registration Fees

The cost to register a company in Nepal varies based on company type and authorized capital:

• Private Limited Company: Approximately NPR 15,000-25,000
• Public Limited Company: Approximately NPR 35,000-50,000
• Additional costs: Name reservation (NPR 100), digital signatures, professional fees

💡 Note: The Nepalese government has introduced fee waivers for startups in certain cases as per the Fiscal Year 2080-81 budget.

Registration Timeline

The complete process to register a company in Nepal typically takes:

• Name reservation: 1-2 days
• Document preparation: 2-3 days
• OCR processing: 3-5 days
• Total time: 7-10 working days from name reservation to certificate issuance

Post-Registration Compliance Requirements

After you register a company in Nepal, several compliance requirements must be met:

1. PAN Registration: Obtain from Inland Revenue Department
2. VAT Registration: If turnover exceeds NPR 5 million annually
3. Annual Return: File with OCR within 6 months of fiscal year-end
4. Tax Compliance: Regular income tax filings
5. Statutory Meetings: Maintain board and shareholder meeting records

Foreign Investment Considerations

Foreign investors looking to register a company in Nepal should note:

• Sector restrictions: Some industries limited for foreign investment
• Minimum investment: Generally NPR 50 million for foreign-invested companies
• Approval process: Requires additional clearance from Department of Industry
• Repatriation: Profits can be repatriated after fulfilling tax obligations

Common Challenges and Solutions

Name Rejection Issues

Problem: Proposed company name gets rejected by OCR. Solution: Check uniqueness thoroughly, avoid restricted words, have multiple options ready.

Document Preparation Delays

Problem: Incomplete or incorrect documentation delays registration. Solution: Use professional services, follow OCR guidelines carefully.

Digital Signature Complications

Problem: Issues with obtaining digital signatures for directors. Solution: Start digital signature process early, use authorized providers.

Professional Assistance Options

While you can register a company in Nepal independently, professional assistance offers:

• Expert document preparation
• Faster processing through experience
• Avoidance of common pitfalls
• Complete compliance management

Professional services typically cost between NPR 5,999-15,000 depending on complexity.

Frequently Asked Questions

How long does it take to register a company in Nepal?

The complete process to register a company in Nepal typically takes 7-10 working days from name reservation to certificate issuance, provided all documents are complete and accurate.

What is the minimum capital required to register a company in Nepal?

While there is no legal minimum capital for private companies post-2016 reforms, practical considerations suggest:

• Private Limited: No legal minimum (though NPR 10,000-100,000 advisable)
• Public Limited: Minimum NPR 10 million
• Foreign-invested: Generally NPR 50 million

Can a foreign national register a company in Nepal?

Yes, foreign nationals can register a company in Nepal but must:

• Obtain approval from Department of Industry
• Meet minimum investment requirements
• Follow sector-specific restrictions

What documents are required to register a company in Nepal?

The essential documents include:

• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Citizenship certificates of all shareholders/directors
• Passport-sized photographs of directors
• Proof of registered office address

Is it mandatory to hire a professional to register a company in Nepal?

No, it's not mandatory to hire a professional to register a company in Nepal, but professional assistance is recommended for:

• Complex business structures
• Foreign investors
• Those unfamiliar with legal requirements

Time-saving benefits

Conclusion

Registering a company in Nepal has become significantly streamlined through the online OCR portal, making it easier for entrepreneurs to establish legitimate business entities. By following the procedures outlined in this guide and ensuring all requirements are met, you can successfully incorporate your business within 7-10 working days.

For personalized assistance with your company registration needs, consider consulting with legal professionals or registration agencies who can provide guidance tailored to your specific business requirements and ensure compliance with all applicable regulations.