How to Register a Company in Nepal

02 Dec

Registering a company in Nepal is a legal requirement for anyone planning to operate a business formally. The process is governed by the Company Act, 2063 (2006) and is handled by the Office of the Company Registrar (OCR).

This updated 2026 step-by-step guide explains how to register a company in Nepal, including online OCR procedures, required documents, fees, timelines, and post-registration compliance, so you can complete the process smoothly without delays.

Overview of Company Registration in Nepal

Company registration in Nepal grants your business a separate legal identity, allowing it to:

  • Enter contracts

  • Open bank accounts

  • Obtain PAN/VAT

  • Protect shareholders from personal liability

All companies must be registered with the Office of the Company Registrar (OCR), and most steps can now be completed online through the OCR portal.

Types of Companies You Can Register in Nepal

Before starting the registration process, you must choose the correct company structure.

1. Private Limited Company

  • Most common structure in Nepal

  • Minimum 1 shareholder, maximum 101

  • Limited liability

  • No public share offering

2. Public Limited Company

  • Minimum 7 shareholders

  • Can issue shares to the public

  • Higher compliance requirements

3. Non-Profit (Not-for-Profit) Company

  • Established for social or charitable objectives

  • Profits cannot be distributed to members

👉 Private Limited Companies are ideal for startups, SMEs, and foreign-invested businesses.

Step-by-Step Process to Register a Company in Nepal (OCR)

Step 1: Name Reservation at OCR

  • Propose a unique company name through the OCR online system

  • Name must not conflict with existing companies

  • Approval usually takes 1–3 working days

Tip: Avoid generic or restricted words unless you have prior approval.

Step 2: Prepare Required Documents

You will need the following documents in digital format:

Mandatory Documents

  • Application for company registration

  • Memorandum of Association (MOA)

  • Articles of Association (AOA)

  • Citizenship certificates or passports of promoters

  • Passport-size photos

  • Registered office address details

For Foreign Nationals

  • Passport copy

  • Visa copy

  • Foreign Investment approval (if applicable)

Step 3: Submit Online Application to OCR

  • Log in to the OCR portal

  • Upload documents

  • Fill in company details (capital, objectives, shareholders, directors)

Step 4: Pay Company Registration Fees

Fees depend on authorized capital.

Authorized Capital (NPR) Registration Fee
Up to 100,000 1,000
100,001 – 500,000 4,500
500,001 – 2,500,000 9,500
2,500,001 – 10,000,000 16,000
Above 10,000,000 Additional fees apply

Payment is made online or through designated banks.

Step 5: Receive Certificate of Incorporation

Once approved, the OCR issues:

  • Certificate of Incorporation

  • Company Registration Number

🎉 Your company is now legally registered in Nepal.

Timeline for Company Registration in Nepal

Stage Estimated Time
Name approval 1–3 days
Document review 2–4 days
Certificate issuance 1–2 days
Total time 5–10 working days

Delays usually occur due to incorrect documents or unclear company objectives.

Post-Registration Compliance (Very Important)

Registering the company is only the beginning. You must complete the following:

1. PAN Registration

Mandatory for tax purposes through the Inland Revenue Department (IRD).

2. VAT Registration (if applicable)

Required if annual turnover exceeds the VAT threshold.

3. Bank Account Opening

Use the Certificate of Incorporation and PAN certificate.

4. Local Ward Registration

Required for operational legality.

5. Annual Compliance

  • Annual returns to OCR

  • Tax filings

  • Board resolutions and record maintenance

Failure to comply can result in penalties or company suspension.

Common Mistakes to Avoid During Company Registration

  • Choosing a conflicting or restricted company name

  • Incorrect capital declaration

  • Poorly drafted MOA/AOA

  • Ignoring post-registration tax compliance

  • Not aligning business objectives with actual activities

Can Foreigners Register a Company in Nepal?

Yes. Foreign nationals can register companies in Nepal, subject to:

  • Foreign Investment approval

  • Sector-specific restrictions

  • Minimum investment thresholds

Professional legal guidance is highly recommended for foreign investors.

Frequently Asked Questions (FAQ)

How long does company registration take in Nepal?

Usually 5–10 working days, depending on document accuracy and OCR workload.

Is online company registration available in Nepal?

Yes. The OCR provides an online registration system, though some physical follow-ups may still be required.

What is the minimum capital required?

There is no fixed minimum capital for private limited companies unless specified by sector regulations.

Is PAN mandatory after registration?

Yes. PAN registration is legally required to operate and open a bank account.

Why Choose Professional Assistance?

While company registration in Nepal is possible independently, professional assistance:

  • Reduces rejection risk

  • Ensures legal compliance

  • Saves time

  • Prevents future penalties

Final Thoughts

Understanding how to register a company in Nepal correctly is essential for long-term business success. By following the step-by-step OCR registration process, preparing accurate documents, and meeting post-registration obligations, you can establish your business legally and confidently.

If you need help with company registration, PAN/VAT, or ongoing compliance in Nepal, professional guidance can make the process faster and stress-free.

 

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