Company Registration in Nepal: Step-by-Step 2025 Guide
Last Updated: May- 15-2025
Introduction
Nepal’s improved business climate under the Companies Act 2063 (2006) makes company registration straightforward. This guide covers all processes, costs, and compliance for private, public, and foreign companies.
1. Types of Companies in Nepal
| Type | Key Features | Minimum Requirements |
|---|---|---|
| Private Limited | Most common; 1-101 shareholders | 1 director, NPR 100,000 capital |
| Public Limited | Lists on NEPSE; unlimited shareholders | 7 shareholders, NPR 500,000 capital |
| Branch Office | Foreign company extension | NPR 50M FDI, parent company docs |
| Non-Profit Company | For NGOs/associations | SWC approval, no profit distribution |
2. Step-by-Step Registration Process
Phase 1: Pre-Registration
1️⃣ Name Reservation
Submit 3 name options to Office of Company Registrar (OCR)
Fee: NPR 600 (~$4.50) | Time: 1-3 days
2️⃣ Document Preparation
Memorandum of Association (MOA)
Articles of Association (AOA)
Citizenship/Passport copies of directors
Phase 2: Registration
3️⃣ Submit to OCR
Form 1 (Application) + NPR 9,500-65,000 fee (based on capital)
PAN application simultaneously
4️⃣ Approval & Certificate
Timeline: 7-15 working days
Receive Certificate of Incorporation
Phase 3: Post-Registration
5️⃣ Tax Registration
Inland Revenue Department (PAN + VAT if applicable)
6️⃣ Social Security EnrollmentMandatory for all employees
⏳ Total Timeline: 2-4 weeks
3. Required Documents
| For Nepalese Companies | For Foreign Companies |
|---|---|
| Citizenship copies of directors | Passport copies (notarized + apostilled) |
| Registered office address proof | Parent company’s COI (legalized) |
| MOA/AOA signed by all promoters | Board resolution for Nepal operations |
| PAN application form | Nepal Rastra Bank FDI approval |
4. Costs Breakdown (2024)
| Fee Type | Amount (NPR) |
|---|---|
| Name reservation | 600 |
| Registration fee | 9,500-65,000 |
| Notary/MOA drafting | 5,000-15,000 |
| PAN registration | Free |
| Professional fees (lawyer) | 20,000-100,000 |
💡 Total Cost Range: NPR 35,000-200,000 (~260−1,500)
5. Compliance Requirements
✅ Annual General Meeting (Within 6 months of fiscal year-end)
✅ Financial Audit – By CA Nepal-registered auditor
✅ Tax Filings – Monthly VAT (if applicable), annual income tax
✅ Shareholder Updates – Notify OCR within 30 days of changes
⚠️ Penalties: Late fees up to 100% of due taxes + company de-listing risk
6. Special Cases
A. Foreign-Owned Companies
Minimum FDI: NPR 50 million (~$380,000)
Requires Department of Industry (DOI) pre-approval
B. E-Commerce Businesses
Additional Digital Media Registrar registration
13% VAT on online sales
C. Professional Firms (Law/CA)
Must register with respective professional councils
FAQs
1. Can a foreigner be sole director?
Yes, but must appoint local company secretary for compliance.
2. Minimum capital for IT startups?
NPR 100,000 (~$750) – same as other private companies.
3. Is physical presence required?
No – can appoint attorney via Power of Attorney (PoA).
4. Can I register company online?
Partially – Name reservation & OCR filing via Department of Industry Portal.
5. Tax incentives for new companies?
✅ 10-year tax holiday for:
Hydropower projects
Rural hospitals
Export-oriented industries
Pro Tips for Smooth Registration
🔹 Name Selection – Avoid names similar to existing companies
🔹 MOA Clarity – Define business objectives broadly to avoid future amendments
🔹 Local Partner – Hire a Nepalese lawyer to navigate OCR procedures
🔹 Post-Registration – Open bank account before business operations
📞 Need assistance? [Contact Sunshine law Firm] for error-free registration.
