Company Registration in Nepal

Establishing a company in Nepal is a vital step for entrepreneurs and investors seeking to formalize their business operations. This comprehensive guide covers everything you need to know about company registration and incorporation in Nepal, from legal requirements to procedural steps. With our expert insights, you can confidently navigate the process and ensure compliance with Nepalese laws.

The registration of companies in Nepal is governed by the Companies Act 2006 (2063) (“Companies Act”). The Office of Company Registrar (“OCR”) is the competent authority for company registration in Nepal. This guide explains the process of online company registration in Nepal.

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Why Register a Company in Nepal?

Registering your company in Nepal offers several advantages:

• Legal Recognition: Gain legitimacy for your business and build trust among clients and partners.
• Access to Benefits: Registered companies enjoy access to tax benefits, government grants, and legal protections.
• Facilitates Growth: Expand your operations locally and internationally with a formal business structure.
• Comply with Laws: Avoid legal complications by adhering to Nepalese business regulations.

Types of Companies You Can Register in Nepal

Before starting the registration process, decide on the type of company you want to establish. The major categories include:

1. Private Limited Company (Pvt. Ltd.):
   • Ideal for small to medium-sized enterprises.
   • Minimum two shareholders; maximum 101.
   • Restricted from raising funds from the general public by issuing shares, bonds, or debentures.
2. Public Limited Company:
   • Suitable for large-scale businesses.
   • Requires a minimum of seven shareholders with no maximum limit.
   • Can raise funds from the general public through securities like shares, bonds, or debentures.
   • Mandatory for businesses engaging in banking, insurance, or stock exchange activities.
3. Profit Not Distributing Company:
   • Focused on objectives such as:
     • Development and promotion of a specific profession.
     • Protection of collective rights and interests of individuals engaged in specific professions or occupations.
     • Advancement of scientific, academic, social, benevolent, or public welfare objectives.
   • These companies are not allowed to distribute dividends to their members.
4. Foreign Company:
   • For international businesses looking to operate in Nepal.

Step-by-Step Guide to Company Registration in Nepal

Step 1: Reservation of Company Name at the Office of Company Registrar

Before establishing a company, you must verify the availability of your desired company name. The Company Registrar’s website, located at ocr.gov.np, offers a convenient tool for this purpose. To search for a company by its registration number, visit Company Details. To begin the registration process, navigate to the Online User Login.

Here’s how to reserve a company name:

1. Complete a concise form on the OCR portal.
2. Create a username and password.
3. Verify whether your desired company name is already in use.

Step 2: Online Submission of Signed Documents at OCR

Once your company name is validated, you must prepare and submit the necessary documents for registration. It’s essential to draft the Memorandum of Association (MOA) and Articles of Association (AOA) in compliance with the Company Act 2063. These documents, along with the required identification and proof of address, must be uploaded to the OCR’s online portal.

Step 3: Examination of Submitted Documents by OCR

The Office of Company Registrar will review the submitted documents to ensure compliance with the Company Act 2063. This includes:

• Verifying the coherence of the company’s objectives.
• Checking the signatures of all shareholders.
• Identifying and addressing any inaccuracies.

If any significant errors or discrepancies are found, the OCR will promptly notify the applicant to make corrections.

Step 4: Issuance of Company Registration Certificate by OCR

After successfully completing the examination, the OCR will issue a Certificate of Company Registration. This certificate legally recognizes the company’s status and allows it to commence operations.

Step 5: PAN/VAT (Tax Registration) at the Inland Revenue Office

Upon receiving the registration certificate, you must obtain a Permanent Account Number (PAN) from the Inland Revenue Department. The PAN serves as the official identifier for tax and VAT purposes.

Time Required for Registration

The entire process for online company registration in Nepal typically takes 7 to 10 days, depending on the completeness and accuracy of the submitted documents.

Documents Required for Company Registration in Nepal

To successfully register a company in Nepal, the following documents are required:

Proper preparation and organization of these documents ensure a smooth and efficient registration process.

Legal Requirements for Company Registration in Nepal

To ensure a smooth process, comply with these legal requirements:

1. Minimum Capital Requirements:
   • The minimum paid-up capital depends on the type of company.
2. Director Eligibility:
   • Directors must not have prior disqualifications, such as bankruptcy.
3. Registered Office Address:
   • A valid physical address within Nepal is mandatory.

For more detailed information, refer to the Company Act of Nepal.

Minimum Amount of Investment

The minimum investment required for company registration in Nepal depends on the type of company being registered. The table below outlines the requirements:

These investment requirements ensure that companies are financially prepared to operate effectively and sustainably.

Government Fee for Company Registration in Nepal

Government fees are charged based on the proposed authorized capital of the company. The fees range from NPR 1,000 to more than NPR 43,000. Below is a detailed breakdown for private and public companies:

7.1 Government Fee for a Private Company

7.2 Government Fee for a Public Company

Post-Registration Compliance

Once your company is registered, adhere to the following compliance requirements:

1. Annual General Meeting (AGM):
   • Must be conducted annually to discuss company performance.
2. Filing Annual Returns:
   • Submit financial statements and other details to the OCR.
3. Maintain Accounting Records:
   • Proper bookkeeping is mandatory to comply with Nepalese tax laws.

For assistance with compliance, explore our Company Compliances Service.

Why Choose Us for Company Registration in Nepal?

At LawManthan, we specialize in providing seamless and efficient company registration services. Here’s why clients trust us:

• Expert Guidance: Benefit from our extensive knowledge of Nepalese corporate law.
• Hassle-Free Process: We handle all paperwork and procedural formalities.
• Affordable Packages: Transparent pricing with no hidden costs.
• Comprehensive Services: From incorporation to compliance, we’ve got you covered.

Learn more about our Company Secretary Services.

Related Services

In addition to company registration, we offer a range of corporate and legal services to support your business:

• Foreign Investment Approval
• Trademark Filing and Registration
• Corporate Tax Compliance
• Property Dispute Resolution
• Cheque Bounce

Explore all our offerings on the Service Page.

Contact Us

Ready to establish your company in Nepal? Reach out to us today for personalized support. Visit our homepage to learn more about our law firm or contact one of our experienced corporate lawyers. If you have questions about post-registration compliance, such as filing annual returns or maintaining accounting records, our experts are here to guide you through the process.

With LawManthan by your side, navigating company registration in Nepal is easier than ever. Let us help you take the first step toward business success!

Frequently Asked Questions (FAQs)

How long does it take to register a company in Nepal?

The process typically takes 7-15 working days, depending on document readiness and government processing time.

Can foreign nationals register a company in Nepal?

Yes, foreign nationals can establish businesses, provided they meet investment and regulatory requirements.

What are the fees for company registration in Nepal?

Fees vary based on company type and authorized capital. Contact us for a detailed breakdown.

Is online company registration available in Nepal?

Yes, the OCR provides an online portal for document submission and tracking.