Company Registration Process in Nepal (2081) Updated

The registration of company in Nepal is governed by the Companies Act 2006 (2063) (“Companies Act”) . The Office of Company Registrar (“OCR”) is the competent authority to govern the online company registration in NepalThis article mainly covers the process of company registration in Nepal.

1. Types of companies under Companies Act

1.1   Under the Companies Act, the following types of companies can be registered:

a) Private company;
b) Public company; and
c) Profit not distributing company

1.2  The basic difference between public companies and private companies during Company Registration in Nepal are the ability to raise the fund from the general public. Public companies can raise the fund from the general public by issuing securities such as shares, bonds or debentures. However, the private companies are restricted from collecting the fund by offering the shares in such a manner. Similarly, a public limited company should have minimum of 7 shareholders with no maximum limit. However, the maximum number of Founder shareholders of a private company cannot exceed more than 101.

1.3  Similarly, profit not distributing companies can be incorporated for the following objectives:(a) development and promotion of any profession;(b) protection of collective rights and interests of the persons engaged in a specific profession or occupation; and (c) for the attainment of any scientific, academic, social, benevolent or public utility or welfare objective on the condition of not distributing dividends.

2.1  Limited liability companies are the most common forms of business vehicles and profit company in Nepal. Among them, private limited company is commonly registered business vehicle in Nepal. A company carrying business relating to banking and financial transaction, insurance, stock exchange, pension fund or mutual fund needs to be compulsory registered as a public company.

2.2  One of the advantages for registering a limited liability company is that the lability of the shareholder of the company is limited to the extent of amount of investment made by such shareholder, while being stated as a Profit Company. 

3. Procedure of Registration of Company:

The following provides the company registration process in Nepal: 

  Step 1:

Reservation of company name at the OCR

  Step 2:

Submission of physical copy of documents at OCR

  Step 3:

Examination of submitted documents by OCR

  Step 4:

Issuance of company registration certificate BY OCR

  Step 5:

Tax Registration (VAT/PAN) at the Inland Revenue Office 

3.1 Reservation of Company Name at the Office of Company Registrar 

Prior to establishing a company, an individual must verify the availability of the desired company name. The Company Registrar’s website, located at https://ocr.gov.np/, is the most efficient means of verifying its availability. To look for a Company by its Registration Number, go to the following URL: https://application.ocr.gov.np/faces/CompanyDetails.jsp. To register a company, please visit the following link: https://application.ocr.gov.np/CRO/faces/OnlineUserLogin.jsp. Consequently, the person must complete the concise form, create a Username/Password, and check if the desired Company Name has already been used or not.

3.2 Submission of Physical Copy of Documents at OCR 

Once the Company Name has been validated by the aforementioned process, the individual must submit the necessary paperwork for Company Registration in Nepal as specified above. It is strongly recommended to prepare the Memorandum of Association and Article of Association in compliance with the Company Act 2063. 

3.3 Examination of Submitted Documents by OCR 

Following the filing of paperwork, the Office of Company Registrar conducts a concise but comprehensive review to verify the coherence of the Company’s Objectives, the signatures of all shareholders, any inaccuracies, and conformity with Company Act 2063.
If the Registrar identifies a significant mistake or discrepancy in those papers, the person is promptly contacted and obligated to rectify their errors.

3.4 Issuance of Company Registration Certificate by the Office of Company Registrar 

Upon successful completion of the OCR Examination, the Office will issue a certificate of Company Registration to acknowledge the Company’s legal status.

3.5 PAN/VAT (Tax Registration) at the Inland Revenue Office

Upon receiving a Certificate confirming the registration of the Company, it is necessary to get a PAN Number. PAN is an acronym for Permanent Account Number, which serves as the authoritative means of tax/VAT payment at the Inland Revenue Department.

4. Time required for registration:

Total time required for online company registration in Nepal for a new company is 7 to 10 days.

5. Documents Required for Company Registration in Nepal

The List of all the Documents Required for Company Registration Process in Nepal 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 sets original each
  3. Citizenship certificate in case of Nepalese promoter / passport  in case of foreign promoter 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 company. 1 copy
  6. Corporate resolution of 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

6. Minimum amount of investment:

The Minimum Investment required Public Company Registration in Nepal is above NPR 1 Crore whereas Private Company need NPR 1 Lakhs for company registration. 

  S.N

Company

Amount ( in NPR)

  1.

Public Company

 1,00,00,000

  2.

Private Company

1,00,000

7. Government fee for Company Registration in Nepal

Government fee is charged based on the proposed authorized capital of the company. The Companies Registration Fee in Nepal ranges from NPR 1,000 to more than NPR 43,000 which has been further elaborated for Public Limited Company and Private Limited Company. 

7.1.  Government fee for a 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.     

10,00,00,000

30 for each 1,00,00,000

7.2.  Government fee for a 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

3000 for each 1,00,000

8. Business specific approval/licenses:

Certain regulated businesses related to bank and financial institutions, hydropower, travel and trekking businesses, hospitals etc. are subject to additional approvals or licenses for the commencement of their business activities.

9. Tax Registration:

Every company is required to obtain a PAN or VAT Registration certificate from Inland Revenue Department prior to the commencement of its business depending on the value of the annual transaction of the business after the company registration in Nepal. The Process of Company Registration requires sufficient means of paying Tax through PAN Number. 

Company Registration in Nepal

Disclaimer: This article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.

Frequently Asked Questions

A Private Company Registration requires at least NPR 1,000 and increases according to Authorized Capital. A Public Company can be registered in Nepal starting from NPR 15,000. 

In order to check if a company is registered or not, visit the website of Office of Company Registrar at www.ocr.gov.np. 

The Minimum Capital for a Private Company in Nepal is NPR 1,00,000 and a company with authorized capital below NPR 1 Lakhs can be registered for NPR 1,000. 

Pvt Ltd means a Private Company bearing Limited Liability. They are restricted from collecting funds from the Public. 

It is strongly recommended to register the online business in the ward since it aims to generate profits for its owner. If the Business is of considerable size, it is advisable to additionally establish a Company for the Business.

The Registration of Company in Nepal requires five Simple Steps: 

  1. Name Reservation at OCR 
  2. Submission of Documents 
  3. Examination by OCR 
  4. Issuance of Certificate of Company Registration 
  5. Tax Registration (PAN) at IRS

It is permitted by Nepalese Law for a Foreigner to register a Company in Nepal. It requires a permit granted for investing in Nepal, Joint Agreement (if any), Passport and other details. Nepal Company Registration Services is provided by competent Law Firms and independent companies in Nepal. 

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