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Company Incorporation in Nepal: Digital Registration Procedure

 

The incorporation of a company in Nepal is governed by the Companies Act, 2006 (2063) (hereinafter referred to as the “Companies Act”). The Office of the Company Registrar (OCR) is the primary authority responsible for overseeing the registration process. This article outlines the steps involved in the online company registration process in Nepal.

 

1. Categories of Companies under the Companies Act

1.1 The Companies Act permits registration of the following types of companies:

a) Private company

b) Public company

c) Profit not distributing company

1.2 The primary distinction between private and public companies lies in their ability to raise capital from the public. Public companies can issue securities such as shares, bonds, or debentures to the general public, while private companies are prohibited from doing so. Additionally, a public company must have at least 7 shareholders with no maximum cap, whereas a private company is limited to a maximum of 101 founder shareholders.

1.3 Profit not distributing companies can be formed for the following purposes:

1. Advancement and promotion of a specific profession;
2. Protection of collective rights and interests of individuals engaged in a particular profession or occupation;
3. Pursuit of scientific, academic, social, charitable, or public welfare objectives, provided that no dividends are distributed.

 

2. Overview of Limited Liability Companies

2.1 Limited liability companies are the most prevalent form of business entities in Nepal, with private limited companies being the most frequently registered. However, businesses involved in banking, insurance, stock exchange, pension funds, or mutual funds must compulsorily register as public companies.

2.2 A significant advantage of a limited liability company is that the liability of each shareholder is confined to the amount they have invested, as applicable to profit-oriented companies.

 

3. Company Registration Procedure in Nepal

The following steps outline the online registration process:

1. Reservation of Company Name at OCR
2. Online submission of signed documents (MOA, AOA, and Application) to OCR
3.  Document review by OCR
4.  Issuance of Company Registration Certificate 
5. Tax Registration (VAT/PAN) at Inland Revenue Office

 

3.1 Name Reservation at OCR

Before incorporating a company, one must ensure that the proposed name is available. The most efficient way to do this is by visiting the OCR website: https://ocr.gov.np. To verify registration number or name availability, visit: Company Details. To proceed with registration, use: Company Registration Portal. You’ll need to fill a brief form, create a username/password, and check name availability.

 

3.2 Online Document Submission

Once the name is approved, necessary documents must be submitted online for company registration. Ensure that the Memorandum of Association (MOA) and Articles of Association (AOA) are drafted in accordance with the Companies Act, 2063.

 

3.3 Document Examination by OCR

After submission, the OCR examines the documents to verify the stated objectives, proper signatures from shareholders, and overall compliance with the Companies Act. If errors or discrepancies are found, the applicant is contacted for necessary corrections.

 

3.4 Issuance of Registration Certificate

Upon successful verification, OCR issues a Company Registration Certificate, legally recognizing the company’s incorporation.

 

3.5 PAN/VAT Registration

Following company registration, it is mandatory to obtain a Permanent Account Number (PAN) from the Inland Revenue Office for tax and VAT purposes.

 

4. Time Frame for Company Registration

The entire online registration process typically takes 7 to 10 days.

 

5. Required Documents for Registration

S.N.	Documents	Copies Required
1	Application for registration	1 original set
2	MOA and AOA	2 original sets each
3	National ID Card	1 copy
4	Shareholders’ agreement (if any)	1 copy
5	If shareholder is a company: Certificate of Registration, MOA, AOA	1 copy
6	Corporate resolution if shareholder is a company	1 copy
7	Approval from DOI for foreign shareholders	1 copy

 

6. Minimum Investment Requirements

S.N.	Company Type	Minimum Capital Required (NPR)
1	Public Company	1,00,00,000 (1 crore)
2	Private Company	1,00,000 (1 lakh)

 

7. Government Registration Fees

The registration fee depends on the authorized capital of the company.

7.1 For Private Companies:

S.N.	Authorized Capital (NPR)	Fee (NPR)
1	Up to 1,00,000	1,000
2	1,00,001 – 5,00,000	4,500
3	5,00,001 – 25,00,000	9,500
4	25,00,001 – 1,00,00,000	16,000
5	1,00,00,001 – 2,00,00,000	19,000
6	2,00,00,001 – 3,00,00,000	22,000
7	3,00,00,001 – 4,00,00,000	25,000
8	4,00,00,001 – 5,00,00,000	28,000
9	5,00,00,001 – 6,00,00,000	31,000
10	6,00,00,001 – 7,00,00,000	34,000
11	7,00,00,001 – 8,00,00,000	37,000
12	8,00,00,001 – 9,00,00,000	40,000
13	9,00,00,001 – 10,00,00,000	43,000
14	Above 10,00,00,000	NPR 30 per additional 1,00,000

 

7.2 For Public Companies:

S.N.	Authorized Capital (NPR)	Fee (NPR)
1	Up to 1,00,00,000	15,000
2	1,00,00,001 – 10,00,00,000	40,000
3	10,00,00,001 – 20,00,00,000	70,000
4	20,00,00,001 – 30,00,00,000	1,00,000
5	30,00,00,001 – 40,00,00,000	1,30,000
6	40,00,00,001 – 50,00,00,000	1,60,000
7	Above 50,00,00,000	NPR 3,000 per additional 1,00,000

 

8. Business-Specific Licenses

Certain sectors—such as banking and finance, hydropower, travel and trekking, and healthcare—require additional approvals or licenses before beginning operations.

 

9. Tax Registration

All companies must acquire a PAN or VAT registration certificate from the Inland Revenue Department prior to business commencement, depending on the projected annual turnover. PAN registration ensures that the company can properly pay applicable taxes.