How to register a company in Nepal? Detailed guide with links.

Published by khata360 on

There are basically three types of companies that can be registered in Nepal.

  1. Public Company
  2. Private Company
  3. Profit not distributing company

Procedures, documents, and fees depends on the type of company so you need to know about which category your company falls.

All companies are governed by the Companies Act 2063 and the Office of Company Registrar (OCR) is the competent authority to govern the company registration.

Process for registering a company in Nepal is complete in the following 5 steps:

Step 1 – Reservation of company name and submission of online form at the OCR

Step 2 – Submission of a physical copy of documents at OCR

Step 3 – Examination of submitted documents by OCR

Step 4 – Issuance of company registration certificate BY OCR

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

Step 1 – Reservation of company name and submission of online form at the OCR

It is important to have a unique name for your company. Unique in the sense that your chosen name is not yet used by any other company. Eg we cannot pick up a name like Bhatbhateni, Coca Cola, e-sewa, etc. You should apply for a reservation of your name with OCR.

If the Company name, requested is approved then approval mail will be sent to the registered email address and the further procedure can be continued. If the company name reserved is rejected, notification mail for rejection will be sent to registered email address from the Office of Company Registrar and a request for reservation of another name should be repeated unless approved.

Start your first step of the registration process by clicking here to create a new user and check the availability of the proposed name for the reservation.

Once the name is approved, the online registration form should be filled and submitted. This might take a long time as all the details about the company needs to be filled, supporting documents should be uploaded and then submitted.

After submission of the Company registration form, detailed information on registration including revenue amount to be paid, temporary application ID, the confirmation message can be viewed. Approval or rejection of the registration process is communicated in the user’s mail by OCR. In case of rejection, one should re-submit the online application using the same process.

Step 2 – Submission of a physical copy of documents at OCR

After approval of the online application, one should visit the Office of the Company Registrar with all the original Certificates and Documents for further verification situated in Tripureshwor, Kathmandu.

A.   Following are the documents required for the company registration:

  • 1 set of original Application for registration
  • 2 sets of original Memorandum of association and articles of association of the proposed company
  • 1 copy of Citizenship certificate in case of Nepalese promoter/Password of in case of foreign promoters
  • 1 copy of the Shareholder’s agreement if any

If the shareholder is a company (i.e a registered company is investing in the proposed company), additional requirements

  • 1 copy of the certificate of registration and other registration documents (memorandum of association, articles of association).
  • 1 copy of the corporate resolution of the shareholder.

If the shareholder is a foreign investor (i.e a foreign person/ company is investing in the proposed company), additional requirements

  • 1 copy of prior approval of the Department of Industry (DOI)

B.    The minimum amount of investment

There is a minimum amount of investment required for registering a company as follows:

CompanyAmount ( in NPR)
Public Company 1,00,00,000
Private Company1,00,000

Authorized capital is disclosed in Memorandum of Association (MOA) which should meet the minimum criteria mentioned above.

The authorized capital of a company is the maximum amount of share capital that the company is authorized by its constitutional documents to issue to shareholders.

C.     Government Fee to register a company

Government charge a certain fee to complete the registration process of a company depending on the type of company and amount of investment as listed below:

For Private Company

 S.N.Amount of Authorized Capital ( in NPR)Registration Fee ( in NPR)
  1.        Up to 1,00,0001,000
  2.        1,00,001 to 5,00,0004,500
  3.        5,00,001 to 25,00,0009,500
  4.        25,00,001 to 1,00,00,00016,000
  5.        1,00,00,001 to 2,00,00,00019,000
  6.        2,00,00,001 to 3,00,00,00022,000
  7.        3,00,00,001 to 4,00,00,00025,000
  8.        4,00,00,001 to 5,00,00,00028,000
  9.        5,00,00,001 to 6,00,00,00031,000
  10.     6,00,00,001 to 7,00,00,00034,000
  11.     7,00,00,001 to 8,00,00,00037,000
  12.     8,00,00,001 to 9,00,00,00040,000
  13.     9,00,00,001 to 10,00,00,00043,000
  14.    10,00,00,00030 for each 1,00,000

For Public Company

S.N.Amount of Authorized Capital (in NPR)Registration fee ( in NPR)
  1.Up to 1,00,00,00015,000
  2.1,00,00,001 to 10,00,00,00040,000
  3.10,00,00,001 to 20,00,00,00070,000
  4.20,00,00,001 to 30,00,00,0001,00,000
  5.30,00,00,001 to 40,00,00,0001,30,000
  6.40,00,00,001 to 50,00,00,0001,60,000
  7.Above 50,00,00,0003000 for each 1,00,000

D.     License/ Approval

There are certain businesses whose operations are regulated by an act other than Company Act 2063 or by other institutions or councils like bank and financial institutions, insurance, educational institute, hydro-power, hospitals, travel and trekking businesses, etc. These businesses are subject to certain approvals or licenses for the commencement of their business activities. These approvals or licenses should also be submitted as essential documents to be provided to OCR for registration.

Step 3 – Examination of submitted documents by OCR

Documents submitted to OCR are examined thoroughly and checks if all the requirements mentioned above are ticked off. In case of any missing documents or mistakes on documents, the concerned party will be notified.

Step 4 – Issuance of company registration certificate BY OCR

Once the documents are accepted by OCR, OCR shall issue a certificate mentioning the name of a registered company. Every registered company should keep a copy of such registration certificate in their registered office.

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

Registering a company with OCR may be insufficient to commercially operate a company without obtaining a tax registration certificate under VAT/ PAN. The requirement to obtain a VAT or PAN depends on the nature of the business and annual turnover of the business.

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