New Company Registration Nepal 2025: Complete Legal Guide

Starting a business in Nepal requires understanding the new company registration Nepal 2025 process. This comprehensive guide provides entrepreneurs with updated legal requirements, fees, and procedures. The process has been streamlined through digital platforms, making it easier for both domestic and foreign investors to establish their business presence.

What is Company Registration in Nepal?

Company registration in Nepal refers to the legal process of incorporating a business entity with the Office of Company Registrar (OCR). This mandatory procedure grants your business legal recognition and allows it to operate as a separate legal entity from its owners.

Company registration is the formal process of incorporating a business entity in Nepal. It involves submitting required documents, paying necessary fees, and obtaining approval from the Office of Company Registrar. The registration process is governed by the Companies Act, 2063 (2006).

Business Registration In Nepal | Exim Code Registration | Law Firm in Nepal

Types of Companies You Can Register

Nepal’s corporate law recognizes several types of business entities:

Private Limited Company

• Minimum authorized capital: NPR 100,000
• A Private Company Registration requires at least NPR 1,000 and increases according to Authorized Capital
• Maximum 50 shareholders
• Shares cannot be traded publicly

Public Limited Company

• A Public Company can be registered in Nepal starting from NPR 15,000
• Minimum 7 shareholders
• Shares can be publicly traded
• Minimum authorized capital: NPR 10 million

Non-Profit Organizations

• No minimum capital requirement
• Must serve public interest
• Cannot distribute profits to members

New Company Registration Nepal 2025: Step-by-Step Process

The new company registration Nepal 2025 procedure follows these essential steps:

Step 1: Submit a unique company name at camis.ocr.gov.np. Step 2: Prepare the MOA, AOA, and Application Form · Step 3: Pay registration fees online or at designated banks. Step 4: Wait for the OCR to review your application · Step 5: Receive a company registration certificate upon approval.

Step 1: Name Reservation

• Visit the CAMIS portal at camis.ocr.gov.np
• Submit three preferred names
• The proposed investor must create an account on the OCR portal. An email address (to serve as the username) and mobile number of the proposed investor are required.
• Name approval typically takes 1-2 working days

Step 2: Document Preparation

Required documents include:

• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Application form (Anusuchi 1)
• Citizenship certificates of promoters
• Passport-size photographs

Step 3: Fee Payment

2081/82 Update: You need to pay rajaswa for company registration starting from 1st Shrawan 2081. The fee structure depends on authorized capital and company type.

Step 4: Application Submission

Submit all documents to the OCR office either online or physically. Typically, it takes 3-7 working days to complete registration if all documents are complete.

Step 5: Certificate Collection

Upon approval, collect your Certificate of Incorporation from the OCR office.

Registration Fees Structure 2025

For a private limited company, the minimum required capital is NPR 100,000, and the registration fee starts at NPR 1,000.

Required Documents Checklist

For Private Limited Company:

• Application form with NPR 5 stamp
• Two copies of ‘PRABANDHA PATRA’ (Article of Association)
• Memorandum of Association
• Citizenship certificates (notarized)
• Character certificates
• Passport-size photographs
• Rent agreement or property ownership documents

For Foreign Investment:

• Copy of prior approval of the Department of Industry (DOI) for foreign investors
• Passport copies of foreign promoters
• Embassy attestation of documents
• Bank guarantee or investment commitment

Where to Register Your Company?

The primary registration office is the Office of Company Registrar (OCR) located in Kathmandu. However, companies can now register online through the CAMIS portal, streamlining the new company registration Nepal 2025 process significantly.

OCR Office Locations:

• Main Office: Tripureshwor, Kathmandu
• Provincial Offices: Available in all seven provinces
• Online Portal: camis.ocr.gov.np

Post-Registration Compliance Requirements

After completing new company registration Nepal 2025, businesses must fulfill several obligations:

Immediate Requirements:

• Obtain a Permanent Account Number (PAN) from the Inland Revenue Department · Register for Value Added Tax (VAT) if your annual turnover exceeds NPR 5 million
• Open corporate bank account
• Register with social security fund

Ongoing Compliance:

• These details must be provided to the Companies Registrar Office within three months after the registration of the company.
• Annual return filing
• Tax compliance
• Audit requirements

Benefits of Company Registration

Registering your company provides numerous advantages:

Legal Protection

• Limited liability protection for shareholders
• Separate legal entity status
• Credibility with customers and suppliers

Business Advantages

• Access to formal banking services
• Eligibility for government contracts
• Easier access to credit facilities
• Tax benefits and incentives

Growth Opportunities

• Ability to raise capital through equity
• Partnership opportunities
• International business expansion

Common Challenges and Solutions

Document Preparation Issues

Many entrepreneurs face difficulties preparing MOA and AOA. Consider hiring legal professionals to ensure compliance with current regulations.

Name Approval Delays

Submit multiple name options and ensure they comply with naming guidelines to avoid rejection.

Fee Payment Confusion

Use official OCR payment channels only to prevent fraud and ensure proper receipt acknowledgment.

Foreign Investment Considerations

Yes, but foreign investors must obtain approval from the Department of Industry (DOI) and the Nepal Rastra Bank (NRB). Foreign companies must also comply with additional regulations:

Pre-approval Requirements:

• Department of Industry approval for certain sectors
• Nepal Rastra Bank approval for investment
• Recording of investment at NRB (in case of FDI Company)

Restricted Sectors:

• Defense and security
• Postal services
• Currency and banking (with exceptions)
• Radio and television broadcasting

Digital Transformation in Registration

The new company registration Nepal 2025 process has embraced digital technology. The CAMIS system allows entrepreneurs to complete most procedures online, reducing time and costs significantly.

Online Features:

• Name reservation system
• Document upload facility
• Fee payment gateway
• Application tracking
• Certificate download

Legal Framework Updates

Nepal’s company law continues evolving to attract investment and improve ease of doing business. Recent amendments focus on:

Simplified Procedures:

• Reduced documentation requirements
• Online processing capabilities
• Faster approval timelines

Enhanced Protections:

• Minority shareholder rights
• Corporate governance standards
• Transparency requirements

Professional Services and Costs

While self-registration is possible, many entrepreneurs prefer professional assistance:

Legal Services:

• Document preparation: NPR 5,000-15,000
• Complete registration service: NPR 15,000-35,000
• Post-registration compliance: NPR 10,000-25,000 annually

Consultation Benefits:

• Expert guidance on structure selection
• Compliance assistance
• Ongoing legal support

Timeline and Processing

The new company registration Nepal 2025 timeline varies based on completeness of documentation:

Renewal and Annual Compliance

Company renewal, also known as annual compliance filing, is a mandatory process where businesses update their information with the Office of Company Registrar (OCR) and pay the required fees to maintain their active status in Nepal.

Annual Requirements:

• Step 1: Prepare financial statements & audit reports. ✅ Step 2: Fill out the renewal application form. ✅ Step 3: Pay the renewal fee at OCR Nepal. ✅ Step 4: Submit the documents & get a renewal confirmation.

Penalties for Non-compliance:

• Operational Restrictions: Inability to open new bank accounts or conduct certain business transactions
• Monetary penalties
• Potential company dissolution

Sector-Specific Requirements

Different business sectors may have additional registration requirements:

Manufacturing Companies:

• Environmental clearance
• Factory registration
• Labor permits

Service Companies:

• Professional licensing
• Service tax registration
• Quality certifications

Trading Companies:

• Import/export licenses
• Customs registration
• Product certifications

Technology and Innovation Companies

Special provisions exist for technology startups and innovation companies:

Startup Benefits:

• Fast-track registration
• Tax incentives
• Reduced compliance burden

Innovation Zones:

• Special economic zones
• Technology parks
• Incubation facilities

International Business Setup

For companies planning international operations:

Cross-border Considerations:

• Double taxation agreements
• International banking facilities
• Export-import procedures

Regional Integration:

• SAARC business opportunities
• Bilateral trade agreements
• Investment protection treaties

Success Tips for Entrepreneurs

Before Registration:

• Conduct thorough market research
• Prepare detailed business plan
• Secure initial funding
• Choose appropriate business structure

During Registration:

• Ensure document accuracy
• Follow up regularly
• Maintain communication with OCR
• Keep all receipts and records

After Registration:

• Complete post-registration requirements promptly
• Establish proper accounting systems
• Maintain regulatory compliance
• Plan for growth and expansion

Technology Integration

The new company registration Nepal 2025 process leverages modern technology:

Digital Features:

• Electronic document submission
• Online payment systems
• Real-time application tracking
• Digital certificate issuance

Future Developments:

• Artificial intelligence integration
• Blockchain verification
• Mobile application launch
• API integration for third-party services

Economic Impact and Statistics

Company registration drives economic growth in Nepal:

Growth Statistics:

• Annual company registrations: 15,000+
• Employment generation: 200,000+ jobs
• Economic contribution: NPR 500+ billion

Sector Distribution:

• Services: 45%
• Trading: 30%
• Manufacturing: 15%
• Others: 10%

Frequently Asked Questions (FAQs)

Q1: How long does new company registration Nepal 2025 take?

Answer: The complete registration process typically takes 5-10 working days when all required documents are properly prepared and submitted.

Q2: What is the minimum capital required for company registration?

Answer: Private limited companies require a minimum authorized capital of NPR 100,000, while public limited companies need NPR 10 million.

Q3: Can foreigners register a company in Nepal?

Answer: Yes, foreigners can register companies in Nepal, but they must obtain prior approval from the Department of Industry and Nepal Rastra Bank for investment above certain thresholds.

Q4: What documents are mandatory for company registration?

Answer: Essential documents include application form, MOA, AOA, citizenship certificates, character certificates, and photographs of promoters.

Q5: How much does it cost to register a company?

Answer: Registration fees start from NPR 1,000 for private limited companies and NPR 15,000 for public limited companies, depending on authorized capital.

Q6: Is online registration available for companies?

Answer: Yes, the CAMIS portal (camis.ocr.gov.np) allows online company registration, making the process more convenient.

Q7: What happens if I don’t renew my company annually?

Answer: Non-renewal can result in operational restrictions, penalties, and potential company dissolution by the OCR.

Q8: Can I change my company name after registration?

Answer: Yes, company names can be changed through a formal amendment process with OCR approval and payment of prescribed fees.

Q9: Where should I register my company in Nepal?

Answer: Companies must register with the Office of Company Registrar (OCR) in Kathmandu or through authorized provincial offices.

Q10: What are the tax obligations after company registration?

Answer: Registered companies must obtain PAN, register for VAT if applicable, file annual tax returns, and comply with all tax regulations.

Q11: How do I check if a company name is available?

Answer: Company name availability can be checked through the CAMIS portal by submitting a name reservation application.

Q12: What is the difference between private and public limited companies?

Answer: Private limited companies have restrictions on share transfer and maximum 50 shareholders, while public companies can freely trade shares and have no shareholder limits.

Q13: Do I need a lawyer for company registration?

Answer: While not mandatory, legal assistance is recommended to ensure proper document preparation and compliance with all requirements.

Q14: Can I register multiple companies with the same promoters?

Answer: Yes, the same individuals can be promoters of multiple companies, subject to certain restrictions and disclosure requirements.

Q15: What sectors require special approval for company registration?

Answer: Sectors like banking, insurance, telecommunications, and defense require special approvals from respective regulatory authorities.

Conclusion

The new company registration Nepal 2025 process offers entrepreneurs streamlined procedures and digital convenience. By following this comprehensive guide, business owners can navigate the registration process efficiently while ensuring full legal compliance. Remember that proper preparation, accurate documentation, and professional guidance when needed are key to successful company registration.

Whether you’re a domestic entrepreneur or foreign investor, understanding the latest requirements and procedures will help establish your business foundation in Nepal’s growing economy. The government’s continued efforts to simplify registration procedures make it an opportune time to start your business journey in Nepal.

For the most current information and updates, always consult the official OCR website or seek professional legal advice to ensure compliance with the latest regulations governing new company registration Nepal 2025.