Company registration in Nepal is a crucial step for entrepreneurs and investors looking to establish a legally recognized business. This guide covers everything you need to know about the registration process, legal requirements, and compliance procedures.
Background
The Government of Nepal, through the Office of the Company Registrar (OCR) operating under the Ministry of Industry, Commerce, and Supplies, is the competent authority responsible for the incorporation and regulation of companies pursuant to the provisions of the Companies Act, 2063 (2006).
Registering a company ensures legal legitimacy, allows businesses to operate under a structured framework, utilize financial opportunities, enter into contracts, and gain credibility.
This Article Includes:
- Types of Companies in Nepal under the Companies Act
- Company Registration Process
- Government Fee for company registration
- Post Registration Compliance
1. Types of Companies in Nepal under Company Act.
The Companies Act, 2063 classifies companies into four primary categories:
- Private Limited Company
- Public Limited Company
- Profit Not Distributing Company
- Foreign Company
2. Company Registration Process in Nepal
The process of company registration in Nepal involves several sequential steps, each designed to ensure legal compliance and establish the business as a recognized legal entity. The following is a detailed step-by-step guide to the company registration process in Nepal:-
Step 1: Name Reservation and Approval
Prior to establishing a company, an individual must select and reserve unique company name. The proposed name must not be identical or similar to already existing registered companies.
Procedure:
- Visit the ‘Office of the Company Registrar (OCR)’ website (www.ocr.gov.np) and submit an online application for name reservation.
- Ensure the name does not violate trademarksor resemble existing company names.
- The OCR reviews the request and either approves or rejectsthe name.
Step 2: Preparation and Submission of required documents at OCR.
Once the Company Name has been validated, the individual must submit the necessary paperworkfor company registration either physically or through the online portal of OCR. Documents required for registrations are:-
| S.N. | Documents | Number of copies |
| 1. | Application for registration | 1 set (original) |
| 2. | Memorandum of Association and Articles of Association of the proposed company | 2 set (original) |
| 3. | National ID card | 1 copy |
| 4. | Shareholder’s agreement(if any) | 1 copy |
| 5. | Copy of certificate of registration and other registration documents (memorandum of association, articles of association) if the shareholder is a company | 1 copy |
| 6. | Corporate resolutionof the shareholder (if the shareholder is a company) | 1 copy |
| 7. | Copy of prior approval of the DOI in case the shareholder is a foreign investor | 1 copy |
Step 3: Document Verification by OCR
After submission, the OCR reviews all documents to verify theiraccuracyand compliance with the Companies Act, 2063 (2006) and related regulations.
Procedure:
- Error Correction and Notification:
If any errors are found, the applicant is notified to make the necessary corrections. - Issuance of Certificate of Incorporation:
Upon successful verification, the OCR issues the Certificate of Incorporation, thereby granting the company a distinct legal identity and authorizing it to commence operations.
The entire process typically takes 7 to 15 working days, depending on the completeness of the application.
Step 4: Tax Registration at the Inland Revenue Office(IRD).
Following incorporation, the company must obtain a Permanent Account Number (PAN)from the Inland Revenue Department (IRD)for tax purposes.
Procedure:
- Submit the PAN registration application along with the Certificate of Incorporation, MOA, AOA, and other relevant documents.
- Depending on the nature of business and annual turnover threshold, the company may also be required to register for Value Added Tax (VAT).
This registration is mandatory for all companies to legally conduct financial transactions and comply with tax obligations.
Step 5: Registration with Local Government Authority
Every company must also obtain business operation approval from the local government authority (municipality or ward office) where its principal place of business is located.
Procedure:
- Apply for a Local Business OperationPermitfrom the concerned ward office or municipality.
- Secure any industry-specific licensesor permits, such as those related to tourism, healthcare, education, manufacturing, or other regulated sectors, as applicable.
3. Government Fee for Registration of Company
A. Government Fee for Private Company
| S.N. | Amount of Authorized Capital (in NPR) | Registration Fee (in NPR) |
| 1 | Up to 1,00,000 | 1,000 |
| 2 | 1,00,001 to 5,00,000 | 4,500 |
| 3 | 5,00,001 to 25,00,000 | 9,500 |
| 4 | 25,00,001 to 1,00,00,000 | 16,000 |
| 5 | 1,00,00,001 to 2,00,00,000 | 19,000 |
| 6 | 2,00,00,001 to 3,00,00,000 | 22,000 |
| 7 | 3,00,00,001 to 4,00,00,000 | 25,000 |
| 8 | 4,00,00,001 to 5,00,00,000 | 28,000 |
| 9 | 5,00,00,001 to 6,00,00,000 | 31,000 |
| 10 | 6,00,00,001 to 7,00,00,000 | 34,000 |
| 11 | 7,00,00,001 to 8,00,00,000 | 37,000 |
| 12 | 8,00,00,001 to 9,00,00,000 | 40,000 |
| 13 | 9,00,00,001 to 10,00,00,000 | 43,000 |
| 14 | Above 10,00,00,000 | 30 for each 1,00,00,000 |
B. Government Fee for Public Company
| S.N. | Amount of Authorized Capital (in NPR) | Registration Fee (in NPR) |
| 1 | Up to 1,00,00,000 | 15,000 |
| 2 | 1,00,00,001 to 10,00,00,000 | 40,000 |
| 3 | 10,00,00,001 to 20,00,00,000 | 70,000 |
| 4 | 20,00,00,001 to 30,00,00,000 | 1,00,000 |
| 5 | 30,00,00,001 to 40,00,00,000 | 1,30,000 |
| 6 | 40,00,00,001 to 50,00,00,000 | 1,60,000 |
| 7 | Above 50,00,00,000 | 3,000 for each 1,00,000 |
4. Post-Registration Compliance
After registering a company, certain legal dutiesmust be followed to keep it active and in good standing. The main requirements are:
- Board Meetings:-Hold the first board meeting within 30 days of registration to make key decisions, such as appointing an auditor, opening a bank account, and issuing share certificates.
- Annual General Meeting (AGM):-Every year, the company must hold an AGM within six months after the end of the fiscal year to review and approve financial statements and reports.
- Annual Filings: – Submit annual reports and audited financial statements to the Office of the Company Registrar (OCR) on time.
- Tax Filing: –File income tax returns and pay taxes regularly to the Inland Revenue Department (IRD). If registered for VAT, submit VAT returns as required.
- License Renewal:-Renew business licenses and permits on time to continue operating legally
Company registration in Nepal is not merely a legal formality but the foundation for establishing a credible and sustainable business. By completing the registration process through the Office of the Company Register and fulfilling post-registration compliance requirements, entrepreneurs gain a distinct legal identity, the ability to operate transparently, and access to financial and contractual opportunities.