Company Registration Process in Nepal

Company registration in Nepal is the legal process of establishing a company as a separate corporate entity under the Companies Act, 2063. A person or group intending to conduct a business may establish a company by following the registration requirements prescribed by law. The Office of the Company Registrar (OCR), under the Ministry of Industry, Commerce and Supplies, is the authority responsible for company registration in Nepal. The registration process is primarily handled through the OCR’s online system.

A company registered under Nepalese law has a separate legal identity from its shareholders. It can own property, conduct business, enter into contracts, and bring or defend legal proceedings in its own name. The Companies Act, 2063 recognizes private companies, public companies, and companies not distributing profits.

For people planning to start a business, understanding the company registration process in Nepal helps them prepare the correct company name, objectives, capital structure, constitutional documents, identification documents, approvals, and registration fees. The process can also involve additional approvals where the proposed business falls within a regulated sector.

What Is Company Registration Process In Nepal?

Company registration is the legal procedure through which a proposed business entity is incorporated and recorded with the Office of the Company Registrar. Section 3 of the Companies Act, 2063 permits a person intending to undertake an enterprise for profit to establish a company individually or together with other persons for one or more objectives stated in the memorandum of association. A public company generally requires at least seven promoters, while the Act also recognizes other forms of company formation.

The process normally begins with selecting and applying for approval of a proposed company name. After the name and objectives are approved, the applicant submits the required incorporation documents through the prescribed online system. The OCR examines the application and documents before registering the company. Section 5 provides that, after the required examination, the Office shall register the company and issue the certificate of incorporation within seven days of receiving the application, subject to the statutory requirements and prescribed fee.

Registration gives the company a legal existence separate from its shareholders and promoters.

Why Should You Register A Company In Nepal?

Company registration provides a formal legal structure for conducting business in Nepal. A registered company can operate in its own name and can acquire, hold, sell, or otherwise deal with movable and immovable property, subject to applicable law. It can also institute legal proceedings or have proceedings instituted against it in its own name.

Registration also establishes a recognized relationship between the company, its shareholders, directors, and other stakeholders. The company’s memorandum of association and articles of association provide the legal framework for its objectives, capital, management, and internal administration.

A registered company may also need additional registrations or approvals depending on its activities. For example, a company conducting a regulated business may need approval from the relevant authority before commencing that particular activity. The OCR states that where a specific business requires prior approval or a licence under another law, that approval must be obtained.

Therefore, company registration is the basic corporate registration step, but it may not by itself authorize every type of business activity.

Who Can Register A Company In Nepal?

A person intending to conduct an enterprise may establish a company individually or with other persons, subject to the requirements of the Companies Act, 2063. The OCR states that persons wishing to conduct business, generally with the objective of earning profit, may register a company individually or together with others.

Nepali citizens and eligible legal entities may participate as shareholders or promoters according to the applicable company structure. The OCR also recognizes foreign individuals and companies as shareholders where foreign investment or other applicable legal approval has been obtained.

For a public company, the Companies Act generally requires at least seven promoters. Private companies have different formation requirements and may also be established as a single-shareholder company where the statutory conditions are satisfied. The Act provides a special framework for a company having a single shareholder.

The identity, nationality, legal status, investment source, and business activity of the proposed shareholders can affect the documents and approvals required.

What Are Requirements For Company Registration Nepal?

The requirements for company registration depend on the type of company, its promoters or shareholders, proposed business activities, capital structure, and whether foreign investment is involved. The basic incorporation process requires an approved company name, proposed objectives, constitutional documents, identification documents, and other information required by the OCR.

For a private company, the memorandum of association and articles of association form the principal constitutional documents. Section 18 of the Companies Act requires the memorandum to contain matters such as the company name, registered office, objectives, activities for achieving those objectives, authorized capital, issued capital, and the amount undertaken by promoters, together with applicable share rights and related information.

Where a particular business requires prior governmental approval or a licence, the applicant must submit the relevant approval. The OCR specifically lists prior approval or licence where required by law.

Foreign founders require additional investment or business permissions and identification documents.

Where Can You Register A Company In Nepal?

Company registration is carried out through the Office of the Company Registrar, which is located at Tripureshwor, Kathmandu, under the Ministry of Industry, Commerce and Supplies. The OCR provides company registration and company administration services through its online systems, including the current CAMIS platform.

The OCR’s published procedure states that applicants begin by using the OCR website, obtaining the necessary user access, selecting a company name, and submitting the proposed name and objectives online for approval. Once the name and objectives are approved, the applicant submits the incorporation documents through the online system.

Applicants should use the current OCR system and instructions because online procedures and verification requirements may be updated. The OCR currently identifies CAMIS as its company management information system and publishes notices concerning changes to its online services.

Company registration should therefore be distinguished from local business registration, tax registration, industry registration, and sector-specific licensing.

How To Start Company Registration Process In Nepal?

The company registration process normally starts by deciding the proposed business structure, company name, objectives, shareholders, directors, registered office, and capital. The applicant should first determine whether the proposed business requires approval from another authority.

The general process can be understood through the following steps:

Decide the appropriate type of company.
Select a proposed company name.
Prepare the company’s objectives.
Apply online for name approval.
Prepare the memorandum of association.
Prepare the articles of association.
Collect identification and supporting documents.
Obtain required prior approvals or licences.
Submit the incorporation application online.
Respond to any query or correction raised by the OCR.
Pay the applicable government registration fee.
Obtain the company registration certificate.
Complete applicable post-registration requirements.

The OCR’s FAQ describes the process as obtaining online access, selecting a name that does not conflict with another company, submitting the name and objectives for approval, and then submitting the memorandum, articles, and required documents for company registration.

What Documents Are Required For Company Registration?

The exact documents depend on the company type and circumstances of the founders. The OCR’s company-registration guidance identifies documents for Nepali founders, legal-entity founders, foreign founders, and businesses requiring special approvals.

Common incorporation documents may include:

Application in the prescribed form.
Approved company name.
Memorandum of association.
Articles of association.
Citizenship documents of Nepali individual founders.
Registration certificate and corporate documents where an existing legal entity is a founder.
Board decision of a corporate founder authorizing the investment.
Identification documents of authorized representatives.
Prior approval or licence where required.
Foreign investment approval where applicable.
Passport or nationality evidence for foreign individual founders.
Incorporation documents of a foreign corporate founder.
Resolution or authorization from a foreign corporate founder.
Other documents prescribed by the OCR.

The OCR states that foreign founders may need evidence of permission to invest or conduct business in Nepal, while foreign individuals may need a certified copy of their passport. Foreign corporate founders may need incorporation certificates, corporate resolutions, and authorization documents.

How Long Does Company Registration Take In Nepal?

The statutory time and the practical processing time should be distinguished. Section 5 of the Companies Act, 2063 states that after receiving an application under Section 4 and carrying out the necessary examination, the Office shall register the company and issue the certificate of registration within seven days, subject to payment of the prescribed fee.

The actual completion time can depend on whether the application is complete, whether the proposed name is accepted, whether documents require correction, whether identification verification is required, and whether the proposed business requires approval from another authority.

Applicants can reduce delays by ensuring that the company name, objectives, memorandum, articles, shareholder information, capital details, identification documents, and supporting approvals are consistent.

A company registration application should not be treated as automatically completed merely because an online application has been submitted. The registration is completed when the Office accepts the application and issues the company registration certificate.

How Much Does Company Registration Cost In Nepal?

Company registration cost in Nepal depends mainly on the type of company and its authorized capital. The OCR publishes a government revenue and fee schedule based on the authorized capital of the company. For a private limited company, the published schedule lists different registration fees according to authorized capital.

The OCR’s published schedule lists the following private-company registration fees:

Authorized Capital	Published Registration Fee
Up to NPR 100,000	NPR 1,000
NPR 100,001–500,000	NPR 4,500
NPR 500,001–2,500,000	NPR 9,500
NPR 2,500,001–10,000,000	NPR 16,000
NPR 10,000,001–20,000,000	NPR 19,000
NPR 20,000,001–30,000,000	NPR 22,000
NPR 30,000,001–40,000,000	NPR 25,000
NPR 40,000,001–50,000,000	NPR 28,000

The OCR also publishes higher-capital rates and separate rates for public companies, foreign company branches, contact offices, and other corporate actions.

Because the OCR also publishes notices concerning fee exemptions and changes, applicants should verify the applicable amount at the time of filing rather than relying only on an old fee table.

What Government Fees Apply During Company Registration?

Government fees are generally linked to the company type and authorized capital. The OCR’s official fee page provides the applicable registration-fee schedule and also lists fees for other company-related actions such as capital increases, conversion between private and public status, name changes, copies of documents, and registration of foreign company offices.

For example, the published schedule provides separate registration rates for private limited and public limited companies. It also states that when an already registered company increases its authorized capital, the additional registration fee is calculated after taking into account the fee already paid and the applicable amount for the increased capital.

The total amount a promoter spends to establish a company may also include professional drafting fees, document certification, translations, sector-specific approval charges, tax-related costs, accounting expenses, and other lawful service charges. These are not necessarily OCR registration fees.

The government fee should therefore be distinguished from the professional or administrative cost of obtaining assistance.

How To Complete Company Registration Step By Step?

The company registration process can be completed through a series of legal and administrative steps. The exact process can vary according to the company type and business activity.

Step 1: Decide the company structure.
Determine whether the proposed business should be established as a private company, public company, or a company not distributing profits.

Step 2: Select a company name.
Choose a name that does not conflict with an existing company or trademark and does not violate applicable law. The Companies Act permits refusal where the proposed name is identical or confusingly similar to an existing company or trademark.

Step 3: Prepare the objectives.
The company’s objectives should accurately describe the activities the company intends to undertake.

Step 4: Apply for name approval.
Submit the proposed name and objectives through the OCR’s online system.

Step 5: Prepare constitutional documents.
Prepare the memorandum of association and articles of association.

Step 6: Prepare supporting documents.
Collect citizenship documents, corporate documents, approvals, investment permissions, and other required documents.

Step 7: Submit the incorporation application.
Upload and submit the required documents through the prescribed online system.

Step 8: Correct deficiencies if required.
If the OCR raises a query or requests correction, provide the required clarification or corrected document.

Step 9: Pay the applicable fee.
Pay the government registration fee applicable to the company and capital structure.

Step 10: Receive the certificate.
After registration is completed, obtain the company registration certificate and constitutional documents as prescribed.

After incorporation, the company must also complete applicable tax, licensing, accounting, employment, and regulatory requirements. The OCR states that a private company generally does not need a separate OCR approval to commence ordinary business after receiving its registration certificate, but a specific business requiring a separate licence cannot begin that activity until the required approval is obtained.

What Laws Govern Company Registration In Nepal?

The principal legislation governing company incorporation in Nepal is the Companies Act, 2063. The Act provides the legal framework for company establishment, registration, management, capital, shares, directors, meetings, accounts, auditing, company administration, merger, conversion, and cancellation of registration.

Section 3 deals with company incorporation, while Section 4 establishes the application requirement for incorporation. Section 5 addresses company registration and issuance of the registration certificate. Section 6 provides circumstances in which the Office may refuse registration, including situations involving conflicting names or unlawful or inappropriate objectives.

Section 18 addresses the memorandum of association and identifies matters that must be stated in it, including the company name, registered office, objectives, authorized capital, issued capital, and promoters’ subscribed capital.

Other legislation may also apply depending on the business. Tax laws apply to taxation and tax registration. Foreign investment laws apply where foreign investment is involved. Sector-specific legislation can require additional licences or approvals before a company conducts regulated activities.

Which Authorities Handle Company Registration In Nepal?

The principal authority for company registration is the Office of the Company Registrar. The OCR operates under the Ministry of Industry, Commerce and Supplies and is responsible for company registration and company administration. Its office is located at Tripureshwor, Kathmandu.

Other government authorities may become relevant after or during company incorporation depending on the nature of the proposed business. The Inland Revenue Department is relevant for tax registration and tax administration. The OCR and IRD have also developed arrangements for tax-related processes connected with company registration. The OCR currently reports a system through which PAN can be automatically generated through the Inland Revenue Office after company registration in the relevant process.

Foreign investment may require approval from the competent investment authority. A regulated business may also require approval from the authority responsible for that particular sector.

Therefore, OCR is the central company-registration authority, but it is not the only authority that may regulate a company’s operations.

What Company Registration Services Are Available In Nepal?

Company registration services can include assistance with company name approval, preparation of incorporation documents, drafting or review of the memorandum and articles, shareholder and director documentation, online application, correction of application deficiencies, and obtaining the company registration certificate.

Legal professionals may also provide corporate legal services after incorporation. These may include company administration, preparation of board and shareholder resolutions, amendments to constitutional documents, share transfers, changes in directors, capital increases, company conversion, mergers, regulatory filings, and legal compliance.

The OCR itself provides company administration services covering various corporate actions. Its published administration information includes procedures for capital changes, name changes, amendments to constitutional documents, shareholder records, and other corporate matters.

For businesses involving foreign investment or regulated sectors, professional assistance may also cover coordination of the required investment approval, sectoral approval, corporate documents, and compliance requirements.

Legal service providers should explain the government fee separately from their professional fee so that clients understand the total cost.

What Is The Checklist For Company Registration?

Before submitting a company registration application, the promoter should verify the company’s proposed structure, name, objectives, capital, shareholders, directors, registered office, constitutional documents, and supporting evidence.

A practical company registration checklist includes:

Decide the type of company.
Select an appropriate company name.
Check the proposed name against existing companies.
Define clear business objectives.
Determine authorized and issued capital.
Determine subscribed capital.
Identify shareholders or promoters.
Identify directors where required.
Prepare the registered-office information.
Prepare the memorandum of association.
Prepare the articles of association.
Obtain required citizenship or identification documents.
Obtain corporate resolutions where a legal entity is a founder.
Obtain foreign investment approval where applicable.
Obtain sector-specific approval where required.
Complete online name approval.
Submit the incorporation application.
Pay the applicable government fee.
Obtain the registration certificate.
Complete applicable tax registration.
Obtain additional business licences where required.
Maintain corporate and accounting records.

The checklist should be adjusted according to the actual business. A technology company, consultancy, trading business, financial business, educational institution, health-related business, and foreign-invested company may have different regulatory requirements.

Frequently Asked Questions

What Is Company Registration In Nepal?

Company registration is the legal process of incorporating a company with the Office of the Company Registrar under the Companies Act, 2063. It gives the company recognized corporate status separate from its shareholders. The registration process generally involves name approval, preparation of constitutional documents, submission of required documents, payment of applicable fees, and issuance of the company registration certificate.

Who Can Register A Company In Nepal?

A person intending to conduct an enterprise may establish a company individually or together with other persons, subject to the Companies Act and other applicable laws. Nepali individuals and eligible legal entities may participate in companies. Foreign individuals and companies may also participate where applicable foreign investment or business permissions have been obtained. The company type can affect promoter and shareholder requirements.

Where Can I Register A Company?

Company registration is handled by the Office of the Company Registrar under the Ministry of Industry, Commerce and Supplies. The OCR is located at Tripureshwor, Kathmandu, and provides online company registration services. Applicants generally begin the registration process through the OCR’s online system by applying for company-name approval and then submitting the incorporation documents after approval.

What Documents Are Required For Registration?

The documents depend on the company structure and founders. Common documents include the application, memorandum of association, articles of association, citizenship documents of Nepali founders, and corporate documents where a legal entity is a founder. Foreign founders may need passports, corporate incorporation documents, investment approval, and authorization documents. A regulated business may also require prior approval or a licence.

How Long Does Registration Take In Nepal?

Section 5 of the Companies Act, 2063 provides that, after the Office receives the incorporation application and completes the necessary examination, it shall register the company and issue the certificate within seven days, subject to the prescribed requirements and fee. Actual processing may depend on document accuracy, name approval, verification, corrections, and any additional approval required for the proposed business.

How Much Does Company Registration Cost?

The government registration fee depends primarily on the company type and authorized capital. The OCR publishes a fee schedule containing different rates for private and public companies. Other expenses can include professional fees, document certification, translations, sector-specific approvals, and tax or accounting services. Applicants should check the latest OCR notice and applicable fee before making payment because fee exemptions or changes may apply.

What Government Fees Are Required For Registration?

Government registration fees vary according to the company type and authorized capital. The OCR’s published schedule, for example, lists NPR 1,000 for a private limited company with authorized capital up to NPR 100,000 and progressively higher fees for higher capital amounts. Separate schedules apply to public companies and certain foreign company registrations. Current exemptions or special notices should be checked before payment.

Can Foreigners Register Companies In Nepal?

Foreign individuals and foreign companies may participate in a Nepalese company where the applicable laws permit the investment and the required approval has been obtained. The OCR requires additional documents for foreign founders, including evidence of permission to invest or conduct business in Nepal and identification or corporate documents. The applicable foreign-investment and sectoral rules must be considered before incorporation.

Which Authority Registers Companies In Nepal?

The Office of the Company Registrar is the principal government authority responsible for registering companies in Nepal. It operates under the Ministry of Industry, Commerce and Supplies and handles company registration and subsequent company-administration matters. Depending on the company’s activities, other authorities may also be involved for taxation, foreign investment, industry registration, or sector-specific licences and approvals.

Can Lawyers Help With Company Registration?

Lawyers and corporate legal professionals can assist with company registration by advising on company structure, preparing or reviewing the memorandum and articles, checking business objectives, preparing shareholder and director documents, handling applications, and responding to registration queries. They can also assist with post-registration corporate compliance. The scope and professional fee depend on the services requested and should be distinguished from government registration fees.

Legal Note On Company Registration In Nepal

Company registration requirements can change through amendments to legislation, government notices, fee revisions, online-system changes, and sector-specific regulations. The Office of the Company Registrar currently publishes notices concerning CAMIS, registration services, fee-related matters, and company administration. Therefore, applicants should verify the latest requirements and applicable government charges before submitting an application.

For a company intending to conduct a regulated activity, incorporation with the OCR should not be treated as a substitute for a required sectoral licence or approval. The OCR expressly states that where another law requires prior approval or a licence for a particular business, that approval must be obtained before conducting the regulated activity.