Company Registration

Company registration in Nepal is governed by the Companies Act 2063 (2006). The Office of Company Registrar (OCR) under the Ministry of Industry, Commerce, and Supplies is the competent authority for company registration. Registering a company provides legal identity, allows businesses to enter into contracts, avail financial opportunities, and gain credibility in the market.

At Court Marriage in Nepal Pvt. Ltd., we provide complete legal assistance for company registration in Nepal. Whether you are registering a private company, public company, or foreign company, our experienced legal team guides you through the entire process from name reservation to tax registration.

Governing Laws and Authorities

Relevant Laws

1. Companies Act, 2063 (2006) – Primary legislation for company registration

2. Foreign Investment and Technology Transfer Act (FITTA), 2019 – Governs foreign investment

3. Industrial Enterprises Act, 2020 – Regulates industrial businesses

Regulatory Authorities

1. Office of Company Registrar (OCR) – Primary body for company registration

2. Inland Revenue Department (IRD) – Tax registration (PAN/VAT)

3. Department of Industry (DOI) – Foreign investment and industry-specific registration

Types of Companies in Nepal

Private Limited Company (Pvt. Ltd.)

A privately owned entity restricted from public investment. Minimum 1 and maximum 101 shareholders. Shareholders' liability is limited to their investment. Cannot issue shares to the public. Most common business vehicle in Nepal.

Public Limited Company (Ltd.)

Large corporate entity permitted to offer shares to the public. Minimum 7 shareholders with no upper limit. Requires minimum NPR 1 Crore in authorized capital. Must issue shares publicly via stock exchange (NEPSE). Companies related to banking, insurance, stock exchange, pension fund, or mutual fund must be registered as public company.

Profit Not Distributing Company

Established for social, educational, charitable, or professional development purposes. Must have at least 5 directors. Cannot distribute profits to members. Financial gains are reinvested in organizational objectives.

Foreign Company

Business entity incorporated outside Nepal conducting activities within Nepal. Must register with OCR and comply with FITTA. Requires a local representative in Nepal. Subject to Nepalese taxation and labor laws.

Company Registration Process in Nepal

Step 1: Name Reservation at OCR

Visit the Office of Company Registrar website at www.ocr.gov.np and submit an online application for name reservation. The proposed name must not be identical or similar to existing registered companies or violate trademarks.

Step 2: Preparation and Submission of Documents

Once the company name is approved, prepare and submit Memorandum of Association (MOA), Articles of Association (AOA), and other required documents to OCR through the online portal.

Step 3: Examination by OCR

OCR reviews the application and documents for completeness and compliance with Companies Act 2063. If errors or discrepancies are found, applicant is notified for corrections.

Step 4: Issuance of Certificate of Incorporation

Upon successful verification, OCR issues the Certificate of Company Registration, granting the company legal identity.

Step 5: Tax Registration at Inland Revenue Department

Obtain Permanent Account Number (PAN) from IRD. If applicable based on business activities and turnover threshold, register for Value Added Tax (VAT).

Documents Required for Company Registration

1. Application for registration (1 set original)

2. Memorandum of Association and Articles of Association (2 sets original each)

3. National ID card of shareholders (1 copy)

4. Shareholder's agreement, if any (1 copy)

5. Certificate of registration and MOA/AOA if shareholder is a company (1 copy)

6. Corporate resolution if shareholder is a company (1 copy)

7. Prior approval from DOI if shareholder is a foreign investor (1 copy)

Minimum Capital Requirements

Private Company: NPR 1,00,000 (1 Lakh)

Public Company: NPR 1,00,00,000 (1 Crore)

Government Fees for Private Company

Up to NPR 1,00,000: NPR 1,000

NPR 1,00,001 to 5,00,000: NPR 4,500

NPR 5,00,001 to 25,00,000: NPR 9,500

NPR 25,00,001 to 1,00,00,000: NPR 16,000

NPR 1,00,00,001 to 2,00,00,000: NPR 19,000

Above NPR 10,00,00,000: NPR 30 for each NPR 1,00,00,000

Government Fees for Public Company

Up to NPR 1,00,00,000: NPR 15,000

NPR 1,00,00,001 to 10,00,00,000: NPR 40,000

NPR 10,00,00,001 to 20,00,00,000: NPR 70,000

NPR 20,00,00,001 to 30,00,00,000: NPR 1,00,000

Above NPR 50,00,00,000: NPR 3,000 for each NPR 1,00,000

Timeline for Company Registration

Total time required for online company registration in Nepal is 7 to 15 working days depending on document verification and OCR workload.

Foreign Company Registration

Foreigners are permitted by Nepalese law to register a company in Nepal. Requirements include:

1. Prior approval from Department of Industry (DOI)

2. Valid passport and visa

3. Joint venture agreement (if applicable)

4. Compliance with FITTA regulations

5. Local representative in Nepal

Post-Registration Compliance

Once the company is incorporated, it must adhere to the following:

1. Conduct Board Meetings within 30 days of incorporation

2. Hold Annual General Meeting (AGM) within 6 months of fiscal year end

3. File Annual Reports and Financial Statements with OCR

4. Ensure timely tax filing with IRD

5. Renew business licenses and permits as required

Business-Specific Licenses

Certain regulated businesses require additional approvals or licenses for commencement of activities:

Banking and financial institutions, insurance companies, hydropower projects, travel and trekking agencies, hospitals and healthcare facilities, manufacturing units, and import/export businesses.

Why Choose Us?

Experienced Legal Team: Our lawyers have handled company registrations across various industries and business structures.

End-to-End Service: From name reservation to tax registration, we handle the complete process.

Document Preparation: We draft MOA, AOA, and all required documents in compliance with Companies Act 2063.

Foreign Investment Support: We assist foreign investors with DOI approval and FITTA compliance.

Post-Registration Guidance: We provide guidance on compliance requirements and annual filings.