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Starting a business in Nepal requires proper company registration with the government. Whether you're a Nepali entrepreneur or a foreign investor, understanding the registration process is essential for establishing a legally recognized business entity.
This guide covers everything about company registration in Nepal—from types of companies and online registration process to documents, government fees, and post-registration compliance requirements.
What is Company Registration?
Company registration is the official process of legally establishing a company before commencing business operations. Once registered, the company becomes a separate legal entity with its own rights and obligations, distinct from its shareholders.
Registration provides your business with:
- Legal identity and recognition
- Limited liability protection for shareholders
- Ability to enter into contracts
- Access to banking and financial services
- Credibility with customers and partners
- Eligibility for government tenders and contracts
Legal Framework
Company registration in Nepal is governed by the following laws:
| Law | Purpose |
|---|---|
| Companies Act 2063 (2006) | Primary legislation governing company registration and operations |
| Foreign Investment and Technology Transfer Act (FITTA) 2019 | Governs foreign company registration and investment |
| Industrial Enterprises Act 2076 (2020) | Regulates industrial businesses and enterprise incentives |
Regulatory Authorities
| Authority | Role |
|---|---|
| Office of Company Registrar (OCR) | Primary body for company registration |
| Inland Revenue Department (IRD) | Tax registration (PAN/VAT) |
| Department of Industry (DOI) | Foreign investment approval and industrial licensing |
Types of Companies in Nepal
The Companies Act 2063 classifies companies into four primary categories:
1. Private Limited Company (Pvt. Ltd.)
A private company is privately owned by shareholders and restricted from public investment. This is the most common business structure in Nepal.
- Shareholders: Minimum 1, Maximum 101
- Minimum Capital: NPR 1,00,000
- Liability: Limited to investment amount
- Public Shares: Cannot issue shares to public
2. Public Limited Company (Ltd.)
A public company can offer shares to the general public through the stock exchange (NEPSE). Certain businesses like banking, insurance, and stock exchange must be registered as public companies.
- Shareholders: Minimum 7, No maximum limit
- Minimum Capital: NPR 1,00,00,000 (1 Crore)
- Directors: 1 to 11 board members
- Public Shares: Can issue shares via NEPSE
3. Profit Not Distributing Company
This type is established for social, educational, charitable, or professional development purposes. Profits are reinvested into organizational objectives rather than distributed to members.
- Directors: Minimum 5, No upper limit
- Profit Distribution: Cannot distribute dividends
- Purposes: Scientific, academic, social, benevolent, or public welfare
- Audit: Annual financial audits required
4. Foreign Company
A business entity incorporated outside Nepal that conducts commercial activities within the country. Must register with both OCR and comply with FITTA.
- Registration: Required at OCR and DOI
- Compliance: Nepali taxation and labor laws apply
- Requirement: Local representative in Nepal
Company Registration Process
The registration process involves five key steps:
Step 1: Name Reservation at OCR
Before registering, you must verify and reserve your company name:
- Visit the OCR website at www.ocr.gov.np
- Create an account with username and password
- Submit online application for name reservation
- Ensure name doesn't match existing companies or violate trademarks
- OCR reviews and approves or rejects the name
Tip: To check if a company is already registered, visit https://application.ocr.gov.np/faces/CompanyDetails.jsp and search by registration number or company name.
Step 2: Prepare and Submit Documents
Once the name is approved, prepare and submit required documents online through the OCR portal:
| S.N. | Document | Copies |
|---|---|---|
| 1 | Application for registration | 1 set original |
| 2 | Memorandum of Association (MOA) | 2 sets original |
| 3 | Articles of Association (AOA) | 2 sets original |
| 4 | National ID Card / Citizenship of shareholders | 1 copy each |
| 5 | Shareholders' Agreement (if any) | 1 copy |
| 6 | Registration certificate (if shareholder is a company) | 1 copy |
| 7 | Corporate resolution (if shareholder is a company) | 1 copy |
| 8 | Prior approval from DOI (for foreign investors) | 1 copy |
Step 3: Examination by OCR
The Office of Company Registrar examines submitted documents for:
- Coherence of company objectives
- Validity of shareholder signatures
- Compliance with Companies Act 2063
- Any errors or discrepancies
If issues are found, applicants are notified to make corrections. This review typically takes 7-15 working days.
Step 4: Issuance of Certificate
Upon successful examination, OCR issues the Certificate of Incorporation, granting the company legal status and identity.
Step 5: Tax Registration at IRD
After receiving the registration certificate, obtain tax registration from the Inland Revenue Department:
- PAN Registration: Mandatory for all companies
- VAT Registration: Required if annual turnover exceeds threshold or dealing in VAT-applicable goods/services
Government Fees for Company Registration
Registration fees are based on the proposed authorized capital of the company.
Private Company Registration Fees:
| Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|
| Up to 1,00,000 | 1,000 |
| 1,00,001 to 5,00,000 | 4,500 |
| 5,00,001 to 25,00,000 | 9,500 |
| 25,00,001 to 1,00,00,000 | 16,000 |
| 1,00,00,001 to 2,00,00,000 | 19,000 |
| 2,00,00,001 to 5,00,00,000 | 22,000 - 28,000 |
| 5,00,00,001 to 10,00,00,000 | 31,000 - 43,000 |
| Above 10,00,00,000 | NPR 30 per each 1,00,00,000 |
Public Company Registration Fees:
| Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|
| Up to 1,00,00,000 | 15,000 |
| 1,00,00,001 to 10,00,00,000 | 40,000 |
| 10,00,00,001 to 20,00,00,000 | 70,000 |
| 20,00,00,001 to 30,00,00,000 | 1,00,000 |
| 30,00,00,001 to 50,00,00,000 | 1,30,000 - 1,60,000 |
| Above 50,00,00,000 | NPR 3,000 per each 1,00,000 |
Minimum Capital Requirements
| Company Type | Minimum Capital (NPR) |
|---|---|
| Private Limited Company | 1,00,000 (1 Lakh) |
| Public Limited Company | 1,00,00,000 (1 Crore) |
Timeline for Company Registration
Company registration in Nepal typically takes 7 to 15 working days, depending on:
- Completeness of documents
- OCR workload
- Any corrections required
- Type of company being registered
Add additional time for PAN/VAT registration at IRD after receiving the company certificate.
Foreign Company Registration
Foreign investors can register companies in Nepal under FITTA 2019. Additional requirements include:
- Prior approval from Department of Industry (DOI)
- Passport copies of foreign shareholders
- Joint venture agreement (if applicable)
- Investment commitment documents
- Record investment at Nepal Rastra Bank (for FDI companies)
Note: Certain sectors have restrictions or special requirements for foreign investment. Consult with legal experts before proceeding.
Post-Registration Compliance
Once registered, companies must maintain ongoing compliance:
- Board Meeting: Conduct within 30 days of incorporation
- Annual General Meeting (AGM): Hold within 6 months of fiscal year end
- Annual Returns: File with OCR within 6 months of fiscal year end
- Financial Statements: Submit audited statements to OCR
- Tax Filing: File income tax returns with IRD within 3 months of fiscal year end
- VAT Returns: Monthly filing by 25th of following month (if VAT registered)
- License Renewal: Renew business licenses and permits as required
Industry-Specific Licenses
Certain businesses require additional licenses before commencing operations:
- Banking and financial institutions (Nepal Rastra Bank)
- Insurance companies (Insurance Board)
- Hydropower and energy (Department of Electricity Development)
- Tourism and trekking (Nepal Tourism Board)
- Healthcare and hospitals (Ministry of Health)
- Telecommunications (Nepal Telecommunications Authority)
- Manufacturing (Department of Industry)
Need Help with Company Registration?
Our legal team provides complete company registration services in Nepal—from name reservation to tax registration and ongoing corporate compliance. We also assist foreign investors with DOI approvals and FITTA compliance. Contact us to get started.
Frequently Asked Questions
Company registration is the official process of legally establishing a company before commencing business operations. It is governed by the Companies Act 2063 (2006) and overseen by the Office of Company Registrar (OCR). Once registered, a company becomes a separate legal entity with its own rights, obligations, and limited liability protection.
The Companies Act 2063 recognizes four types of companies:
| Type | Key Features |
|---|---|
| Private Limited (Pvt. Ltd.) | 1-101 shareholders, minimum capital NPR 1 lakh, cannot issue public shares |
| Public Limited (Ltd.) | Minimum 7 shareholders, minimum capital NPR 1 crore, can issue public shares |
| Profit Not Distributing | Minimum 5 directors, for social/charitable purposes, cannot distribute profits |
| Foreign Company | Incorporated outside Nepal, must register with OCR and comply with FITTA |
The registration process involves five steps:
- Name Reservation at OCR (www.ocr.gov.np)
- Document Submission (MOA, AOA, citizenship, application)
- Examination by OCR (7-15 working days)
- Issuance of Certificate of Incorporation
- Tax Registration (PAN/VAT) at Inland Revenue Department
Required documents include:
- Application for registration (1 set original)
- Memorandum of Association (2 sets original)
- Articles of Association (2 sets original)
- National ID Card/Citizenship of shareholders (1 copy each)
- Shareholders' Agreement (if any)
- Registration certificate (if shareholder is a company)
- Corporate resolution (if shareholder is a company)
- Prior approval from DOI (for foreign investors)
Registration fees are based on authorized capital:
Private Company:
- Up to NPR 1 lakh: NPR 1,000
- NPR 1-5 lakh: NPR 4,500
- NPR 5-25 lakh: NPR 9,500
- NPR 25 lakh - 1 crore: NPR 16,000
Public Company:
- Up to NPR 1 crore: NPR 15,000
- NPR 1-10 crore: NPR 40,000
- Above NPR 10 crore: NPR 70,000+
| Company Type | Minimum Capital (NPR) |
|---|---|
| Private Limited Company | 1,00,000 (1 Lakh) |
| Public Limited Company | 1,00,00,000 (1 Crore) |
A company with authorized capital below NPR 1 lakh can still be registered for NPR 1,000 fee.
Company registration typically takes 7 to 15 working days depending on:
- Completeness of documents
- OCR workload and review time
- Any corrections required
- Type of company
Additional time is needed for PAN/VAT registration at IRD after receiving the company certificate.
Yes, foreign investors can register companies in Nepal under the Foreign Investment and Technology Transfer Act (FITTA) 2019. Requirements include:
- Prior approval from Department of Industry (DOI)
- Passport copies of foreign shareholders
- Joint venture agreement (if applicable)
- Investment commitment documents
- Guarantee deposit at DOI (NPR 20,000)
Certain sectors have restrictions or special requirements for foreign investment.
To verify if a company is registered:
- Visit the OCR website at www.ocr.gov.np
- Go to https://application.ocr.gov.np/faces/CompanyDetails.jsp
- Search by company name or registration number
- View registration details and status
| Aspect | Private Company | Public Company |
|---|---|---|
| Shareholders | 1-101 | Minimum 7, no limit |
| Minimum Capital | NPR 1 lakh | NPR 1 crore |
| Public Shares | Cannot issue | Can issue via NEPSE |
| Registration Fee | From NPR 1,000 | From NPR 15,000 |
| Mandatory For | Most businesses | Banks, insurance, stock exchange |
Yes, it is strongly recommended to register your online business. Options include:
- Ward/Municipality registration for small businesses
- Company registration for businesses of considerable size
Any business generating profits should be registered for legal compliance and tax purposes.
After company registration, you must obtain:
- PAN (Permanent Account Number): Mandatory for all companies for tax identification
- VAT (Value Added Tax): Required if annual turnover exceeds threshold or dealing in VAT-applicable goods/services
Tax registration is done at the Inland Revenue Department (IRD) after receiving the Certificate of Incorporation.
Companies must maintain ongoing compliance:
- Board Meeting: Within 30 days of incorporation
- Annual General Meeting: Within 6 months of fiscal year end
- Annual Returns: File with OCR within 6 months of fiscal year end
- Audited Financial Statements: Submit to OCR
- Income Tax Return: File within 3 months of fiscal year end
- VAT Returns: Monthly by 25th (if VAT registered)
- License Renewals: As required by law
Certain regulated businesses require additional licenses:
- Banking and financial institutions (Nepal Rastra Bank)
- Insurance companies (Insurance Board)
- Hydropower and energy (Department of Electricity Development)
- Tourism and trekking (Nepal Tourism Board)
- Healthcare and hospitals (Ministry of Health)
- Telecommunications (Nepal Telecommunications Authority)
- Manufacturing industries (Department of Industry)
Benefits of company registration include:
- Legal Identity: Separate entity from shareholders
- Limited Liability: Shareholders' liability limited to investment
- Credibility: Builds trust with customers, partners, and banks
- Banking Access: Open business accounts, obtain loans
- Contracts: Enter into legal agreements
- Government Tenders: Eligibility for government contracts
- Tax Benefits: Access to tax incentives and deductions
- Business Continuity: Company continues even if shareholders change
