Starting a business in Nepal has become significantly easier with the introduction of online company registration systems. Whether you’re a local entrepreneur or a foreign investor, understanding the complete process of company registration in Nepal is crucial for establishing your business legally and efficiently.

This comprehensive guide covers everything you need to know about company registration in Nepal, from the initial steps to post-registration compliance requirements.

What is Company Registration in Nepal?

Company registration in Nepal is the legal process of establishing a business entity under the Companies Act, 2063 (2006). This process grants your business legal recognition, enabling you to operate lawfully, open bank accounts, register for taxes, and enter into contracts.

The registration process is managed by the Office of the Company Registrar (OCR), which ensures compliance with government regulations and protects the rights of businesses and stakeholders.

Understanding Companies Under Nepal Law

Under the Companies Act 2063 (2006), a company is defined as a body corporate with perpetual succession and a common seal. Companies in Nepal possess several distinctive characteristics:

  • Separate Legal Entity: The company exists independently from its owners and can enter contracts, own property, and engage in legal proceedings
  • Limited Liability Protection: Shareholders’ personal assets are protected, with liability limited to their investment
  • Perpetual Succession: The company continues to exist regardless of changes in ownership or management
  • Transferable Ownership: Shares can be transferred, allowing for flexible ownership structures
  • Official Authentication: Companies use a common seal to authenticate important documents
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Types of Companies You Can Register in Nepal

The Companies Act recognizes several types of business entities, each suited for different business needs:

Private Limited Company

  • Shareholders: 1 to 101 shareholders
  • Share Transfer: Restricted transfer mechanisms
  • Public Investment: Cannot invite public investment
  • Best For: Small to medium-sized businesses

Public Limited Company

  • Shareholders: Minimum 7 shareholders, no upper limit
  • Share Transfer: Freely transferable shares
  • Public Investment: Can raise funds from the public
  • Regulation: Subject to stricter compliance requirements

Non-Profit Distributing Company

  • Purpose: Charitable, educational, or social objectives
  • Profit Distribution: Prohibited from distributing profits to members
  • Common Use: NGOs and social enterprises

Foreign Company

Single Shareholder Company

  • Ownership: Single individual or entity ownership
  • Limitations: Restricted to specific business types
  • Compliance: Simplified governance structure

Holding and Subsidiary Companies

  • Control Structure: Holding companies control subsidiaries through majority ownership
  • Ownership Requirement: Must own more than 50% of subsidiary shares
  • Complex Structure: Suitable for large business groups

Step-by-Step Company Registration Process in Nepal

Step 1: Company Name Reservation

The first step involves securing a unique company name through the OCR portal:

  1. Access the Portal: Visit the OCR website (camis.ocr.gov.np)
  2. Account Creation: Register for an account or log in
  3. Name Search: Check availability in both English and Nepali
  4. Submit Options: Provide three name preferences in order
  5. Pay Fees: Complete the name reservation fee payment
  6. Await Approval: OCR typically responds within 1-3 working days

Important: Approved names must be used within 90 days, or they expire. Common rejection reasons include duplication, single-word names, or inappropriate terms.

Step 2: Document Preparation and Submission

Once your name is approved, prepare and submit the following documents:

Core Documents Required:

  • Memorandum of Association (MOA)
  • Articles of Association (AOA)
  • Company registration application form
  • Citizenship certificates of all shareholders (copies)
  • Passport-sized photographs of shareholders
  • No Objection Letters from shareholders
  • Lease agreement or ownership document of registered office
  • Power of Attorney (if using a representative)

For Foreign Investors:

  • Passport copies
  • Visa documentation
  • Department of Industry approval
  • Investment commitment documents

Step 3: OCR Document Examination

The OCR reviews all submitted documents for compliance with the Companies Act 2063. They verify:

  • Consistency between online and physical submissions
  • Accuracy of company objectives
  • Completeness of required signatures
  • Compliance with legal requirements

Any discrepancies or errors will require corrections and resubmission before proceeding.

Step 4: Fee Payment and Certificate Issuance

Upon successful document examination, you’ll pay the registration fee based on your authorized capital. The OCR then issues your company registration certificate, officially recognizing your business entity.

Step 5: Tax Registration (PAN/VAT)

After receiving your registration certificate, complete tax registration with the Inland Revenue Office:

  1. Online Application: Submit PAN application through the IRD portal
  2. Document Submission: Provide registration certificate, MOA, AOA, and other required documents
  3. Office Visit: Complete the process at the IRD office
  4. Certificate Receipt: Obtain your PAN certificate for tax compliance

Step 6: Post-Registration Compliance (3 Months)

Within three months of registration, ensure compliance with these requirements:

  • Hold the first board meeting and document minutes
  • Appoint company auditor and set remuneration
  • Issue share certificates to shareholders
  • File returns of share allotment with OCR
  • Set up statutory registers
  • Register with local ward office
  • Open corporate bank account
  • Implement proper accounting systems

Company Registration Fees in Nepal 2025

The registration fees are structured based on your authorized capital:

Authorized Capital (NPR)Registration Fee (NPR)
Up to 100,0001,000
100,001 to 500,0004,500
500,001 to 2,500,0009,500
2,500,001 to 10,000,00016,000
10,000,001 to 20,000,00019,000
20,000,001 to 30,000,00022,000
30,000,001 to 40,000,00025,000
40,000,001 to 50,000,00028,000
Above 50,000,00030,000

Drafting MOA and AOA: Essential Components

Memorandum of Association (MOA) Must Include:

  1. Name Clause: Company name as approved by OCR
  2. Registered Office Clause: Location of registered office
  3. Objects Clause: Detailed company objectives and activities
  4. Liability Clause: Limited liability statement
  5. Capital Clause: Authorized share capital details
  6. Subscription Clause: Initial subscribers and shareholdings

Articles of Association (AOA) Should Cover:

  1. Share Capital Structure: Types of shares and attached rights
  2. Share Transfer Procedures: Rules for transferring ownership
  3. General Meeting Guidelines: Meeting conduct and procedures
  4. Director Provisions: Appointment, removal, and powers
  5. Dividend Policies: Declaration and payment procedures
  6. Financial Records: Accounting and record-keeping requirements

Both documents must comply with the Companies Act 2063 and be drafted in Nepali or English. Professional legal assistance ensures compliance with all requirements.

Online Company Registration: Digital Process

Nepal’s online registration system streamlines the process:

  1. Portal Access: Visit the CAMIS OCR website
  2. Account Setup: Create account or log in
  3. Application Form: Complete the online registration form
  4. Document Upload: Submit scanned copies of required documents
  5. Fee Payment: Pay registration fees online
  6. Application Tracking: Monitor status through the portal
  7. Query Response: Address any OCR queries promptly
  8. Certificate Download: Obtain registration certificate once approved

Additional Registration Requirements

Local Ward Office Registration

Companies must register with the local ward office where their registered office is located:

  • Submit application with company registration certificate
  • Provide relevant supporting documents
  • Pay local registration fees
  • Obtain local registration certificate

Social Security Fund (SSF) Registration

All eligible companies must register with the SSF:

  • Register through the SSF online portal (ssf.gov.np)
  • Submit company registration certificate and PAN certificate
  • Provide employee list and details
  • Make monthly contributions (11% employer, 31% employee)

Sector-Specific Approvals

Depending on your business nature, additional approvals may be required:

  • Manufacturing: Industry registration
  • Tourism: Tourism Board approval
  • Education: Education Ministry approval
  • Healthcare: Health Ministry approval
  • Banking/Finance: Nepal Rastra Bank approval
  • Insurance: Insurance Board approval

Annual Compliance Obligations

Maintaining good standing requires ongoing compliance:

  • Annual General Meeting: Within 6 months of fiscal year-end
  • Annual Returns: File with OCR annually
  • Financial Statements: Submit audited statements
  • Tax Returns: File income tax returns with IRD
  • Registration Renewal: Annual renewal with OCR
  • Information Updates: Report changes to OCR
  • Accounting Records: Maintain proper books
  • Tax Payments: Pay applicable taxes and fees
  • Labor Compliance: Adhere to labor laws and social security
  • Sector Compliance: Meet industry-specific requirements

Why Choose Professional Company Registration Services?

Companydarta Nepal offers comprehensive company registration services with over 750 successful registrations. Our experienced team provides:

  • Expert Guidance: Navigate complex legal requirements
  • Document Preparation: Professional MOA and AOA drafting
  • Regulatory Compliance: Ensure adherence to all laws
  • Time Efficiency: Streamlined process management
  • Post-Registration Support: Ongoing compliance assistance

With deep knowledge of Nepal’s regulatory framework and strong relationships with government offices, Companydarta Nepal ensures a smooth, hassle-free registration experience.

Common Challenges and Solutions

Name Rejection Issues

  • Problem: Duplicate or inappropriate names
  • Solution: Research thoroughly and have backup options

Document Errors

  • Problem: Incomplete or incorrect documentation
  • Solution: Professional review and preparation

Compliance Delays

  • Problem: Missing post-registration requirements
  • Solution: Systematic compliance tracking

Foreign Investment Complications

  • Problem: Additional approval requirements
  • Solution: Early engagement with relevant authorities

Future of Company Registration in Nepal

The digitalization of company registration processes continues to evolve, with ongoing improvements to online systems and reduced processing times. Recent developments include:

  • Enhanced online portal functionality
  • Streamlined document submission processes
  • Improved inter-agency coordination
  • Reduced bureaucratic delays

Conclusion

Company registration in Nepal has become more accessible and efficient through digital transformation. Understanding the complete process, from name reservation to post-registration compliance, is essential for successful business establishment.

Whether you’re starting a small private company or establishing a large public corporation, proper registration ensures legal protection, operational legitimacy, and access to business opportunities in Nepal’s growing economy.

For professional assistance with your company registration needs, Companydarta Nepal provides expert services backed by extensive experience and deep regulatory knowledge. Our team ensures your business starts on the right legal foundation, allowing you to focus on growth and success.

Ready to start your business journey in Nepal? Contact Companydarta Nepal today for comprehensive company registration services tailored to your specific needs.