What is company registration in Nepal?
Company registration in Nepal is the legal process of incorporating a business entity with the Office of the Company Registrar (OCR) under the Companies Act 2063 (2006 A.D.). Once registered, your company becomes a separate legal person it can enter contracts, hold property, sue and be sued in its own name, and protect its shareholders from personal liability for company debts.
Registration is mandatory for any structure that wants to operate as a Private Limited Company, Public Limited Company, Non-Profit Company, or any company receiving Foreign Direct Investment. Sole proprietorships are registered separately at the Department of Cottage and Small Industries and do not require OCR registration.
The OCR is headquartered in Tripureshwor, Kathmandu, and accepts both online applications through its portal and physical submissions. Most steps can now be completed digitally, which has cut average registration time significantly compared to a decade ago.
Types of companies you can register in Nepal
Choosing the right company type affects your tax obligations, governance structure, fundraising ability, and exit options. Here are the main types recognised under the Companies Act:
1. Private Limited Company (Pvt. Ltd.)
The most popular structure for small and mid-sized businesses. Requires 1 to 101 shareholders, restricts the transfer of shares, and cannot offer shares to the public. Suited for startups, consultancies, family businesses, and any closely-held venture.
2. Public Limited Company (Ltd.)
Required when you want to raise capital from the public or list on the Nepal Stock Exchange. Needs a minimum of 7 promoters, more rigorous disclosure obligations, mandatory board structures, and is subject to SEBON regulation if listed.
3. Non-Profit Company
Registered under Section 166 of the Companies Act for charitable, educational, scientific, or social purposes. Cannot distribute profits to members surpluses must be reinvested in the company's stated objectives. Often used by social enterprises that need limited-liability protection without operating as a traditional NGO.
4. Foreign Investment Company (FDI)
For businesses with foreign shareholders. Foreign investors must first obtain approval from the Department of Industry under the Foreign Investment and Technology Transfer Act (FITTA), then route the investment through the Nepal Rastra Bank. The general minimum foreign investment threshold is NPR 20 million, but check the latest FITTA notifications for your sector.
5. Single-Shareholder Company
A subtype of the Private Limited Company, introduced via amendment to allow solo founders to incorporate without needing a co-promoter. Same registration process as a regular Pvt. Ltd. with one named shareholder.
| Type |
Min. Shareholders |
Public Offering |
Typical Use Case |
| Private Limited | 1 | No | Startups, SMEs |
| Public Limited | 7 | Yes | Listed/large companies |
| Non-Profit | 5 | No | Social enterprises |
| FDI Company | 1 | Conditional | Foreign-owned ventures |
Before you start: requirements
Before applying to OCR, prepare the following:
- A proposed company name actually three preferred names, ranked by preference. OCR rejects names that conflict with existing companies, infringe trademarks, or use restricted words.
- A clear business objective the MOA needs a precise description of what the company will do. Vague language ("any lawful business") is usually flagged.
- Authorised, issued, and paid-up capital figuresthe authorised capital determines your government fee; the paid-up capital is what shareholders actually subscribe.
- Registered office address a physical address in Nepal where official correspondence will be received. A rental agreement or ownership document is required as proof.
- Promoter and shareholder details full name, citizenship/passport, address, share allocation, and signatures of each.
- Board structure (for Public Ltd) names and details of proposed directors.
Step-by-step: how to register a company in Nepal
The full registration process consists of seven stages. Each stage feeds the next, so missing or incorrect information at any step delays the entire timeline.
1
Reserve Your Company Name at OCR
Submit up to three preferred company names through the OCR (Office of the Company Registrar) online portal. Names must be unique, not contain restricted words like Nepal, Bank, or University without permission, and must align with your business objectives. Approval typically takes 1–3 working days.
2
Draft Your MOA and AOA
Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) under the Companies Act 2063. The MOA defines your company's objectives and authorised capital; the AOA covers shareholding structure and internal governance rules. Errors here are the #1 reason for OCR rejection.
3
Prepare Supporting Documents
Compile citizenship copies of all promoters, passport-size photos, board resolutions (if applicable), proof of registered office address, and the application form. For foreign shareholders, attach passport copies and FDI approval where required.
4
Pay Government Fees and Submit
Government fees are calculated based on authorised capital. Pay the fee at a designated bank or via the OCR portal, then submit the application package online or physically at the OCR office in Tripureshwor, Kathmandu.
5
OCR Examination and Certificate Issuance
OCR reviews your application, MOA, AOA, and supporting documents. If everything is in order, the Certificate of Incorporation is issued within 5–10 working days. Any discrepancy will result in queries that you must resolve before the certificate is granted.
6
Register for PAN and VAT at IRD
After incorporation, register with the Inland Revenue Department (IRD) for a Permanent Account Number (PAN). VAT registration is mandatory if your projected annual turnover exceeds NPR 50 lakh, or voluntary below that threshold. PAN is usually issued within 1–2 working days.
7
Register with the Local Municipality
Obtain a business registration certificate from the local Municipality or Rural Municipality where your office is located. This is mandatory for issuing invoices and operating legally, and must be renewed annually.
Pro tip: The two stages where most applications stall are MOA/AOA drafting and name reservation. Both can be eliminated as bottlenecks by using a verified document generator see the section on HamroDocument below.
Documents checklist
You need each of the following before submission. Missing any single document is the most common cause of rejection or extended timelines:
- Memorandum of Association (MOA), signed by all promoters
- Articles of Association (AOA), signed by all promoters
- OCR application form (downloaded from OCR portal or generated by HamroDocument)
- Citizenship certificate copies of all Nepali promoters
- Passport copies of foreign promoters (FDI cases)
- Two passport-size photographs of each promoter
- Rental agreement or ownership document for the registered office
- Board resolution (if a company is acting as a promoter)
- Power of attorney (if a representative is filing on behalf of a promoter)
- Department of Industry approval letter (for FDI applications)
- Receipt of paid government fee
Government fees for company registration in Nepal
Government fees scale with your authorised capital. The schedule below is illustrative confirm current rates on the OCR portal before paying, as fees are revised from time to time.
| Authorised Capital (NPR) |
Approx. Registration Fee (NPR) |
| Up to Rs. 1 Lakh | Rs. 1,000 |
| Rs. 1 Lakh – 5 Lakh | Rs. 4,500 |
| Rs. 5 Lakh – 25 Lakh | Rs. 9,500 |
| Rs. 25 Lakh – 1 Crore | Rs. 16,000 |
| Rs. 1 Crore – 5 Crore | Rs. 22,000 |
| Rs. 5 Crore – 10 Crore | Rs. 55,000 |
| Rs. 10 Crore+ | Rs. 55,000 + Rs. 5,000 per additional Crore |
On top of OCR fees, you should plan for: stamp duty on documents (modest), professional/legal drafting fees if you don't use a generator, notary or witness costs, and IRD's PAN/VAT registration (which is free at IRD itself).
How long does the process take?
With clean documentation and no queries from OCR, a typical Private Limited Company registration is complete within 7 to 14 working days. Complex structures FDI, multiple corporate shareholders, large authorised capital can stretch to 3 to 4 weeks.
- Name reservation: 1–3 working days
- OCR document examination: 5–10 working days
- Certificate of Incorporation: issued immediately after approval
- PAN registration at IRD: 1–2 working days
- VAT registration (if applicable): 2–5 working days
- Local Municipality registration: 1–3 working days
What to do after your company is registered
Receiving the Certificate of Incorporation is the start, not the finish. To stay compliant and avoid OCR fines:
Register for PAN at IRD
Within 30 days of incorporation, register for a Permanent Account Number (PAN). This is mandatory for opening a bank account, issuing invoices, and filing tax returns.
Register for VAT if applicable
VAT registration is mandatory if your annual turnover exceeds NPR 50 lakh. You may also register voluntarily below that threshold if your customers expect VAT invoices. Once VAT-registered, you must file monthly or quarterly VAT returns at IRD.
Open a company bank account
Banks require your Certificate of Incorporation, PAN certificate, MOA/AOA, board resolution naming authorised signatories, and KYC documents of signatories. Deposit your paid-up capital into this account.
Local Municipality registration
Register with the Municipality or Rural Municipality where your office is located. This must be renewed annually and is required to operate legally and issue invoices.
Annual compliance
Every year, you must:
- Hold an Annual General Meeting (AGM) within six months of fiscal year-end
- File an annual return with OCR
- File annual tax returns with IRD
- Renew the local Municipality registration
- Maintain statutory registers (shareholders, directors, charges)
Failing to file annual returns leads to escalating OCR fines and eventually deregistration of the company.
Common reasons OCR rejects applications
Most rejections fall into a small set of recurring issues. Knowing them in advance saves weeks of back-and-forth:
- Name already in use or too similaralways check the OCR portal for existing companies with similar names before applying.
- Use of restricted words without approvalwords like "Nepal", "National", "Bank", "University", and "Government" require special permission.
- MOA/AOA clauses that conflict with the Companies Actnon-standard clauses, missing mandatory sections, or contradictions between MOA and AOA.
- Unclear or inconsistent capital structureauthorised, issued, and paid-up capital figures must add up correctly across documents.
- Missing or mismatched signaturesevery promoter must sign every required document, and signatures must match citizenship records.
- Incomplete supporting documentsparticularly missing citizenship copies, photos, or office address proof.
- Vague business objectives"any lawful business" or overly broad descriptions get flagged.
How HamroDocument helps
Most rejected applications fail at the same two stages: MOA/AOA drafting and document preparation. HamroDocument was built to eliminate both:
- Verified MOA and AOA templatesdrafted in line with the Companies Act 2063, kept current with amendments, and customisable to your business objectives.
- Government-accepted formatsevery output is structured in the format OCR accepts, including Devanagari Unicode support for Nepali content.
- Auto-fill from your inputs enter your company name, capital, objectives, and shareholders once; the system generates all required documents.
- Word and PDF exportready to print, sign, and submit.
- 100+ document types beyond registrationshare transfers, AGM minutes, capital changes, amendments, PAN/VAT applications, and more.
Generate your registration documents in minutes
Free to start. No errors, no rejections. Built specifically for Nepali company registration and compliance.
Start generating documents
Frequently asked questions
How long does company registration in Nepal take?
On average, the full process from name reservation at OCR to receiving your Certificate of Incorporation takes 7 to 21 working days. Name reservation alone takes 1–3 days, and the OCR review of your application takes another 5–10 days. PAN registration at IRD adds 1–2 days. Delays usually come from errors in MOA/AOA drafting or missing supporting documents.
How much does it cost to register a company in Nepal?
Government fees scale with your authorised capital. For a Private Limited Company with authorised capital of NPR 1,00,000 the registration fee is approximately NPR 1,000. Larger capital amounts pay proportionally higher fees. On top of government fees, you should budget for professional drafting of MOA/AOA, stamp duty on documents, and PAN/VAT registration (which is free at IRD but may carry advisory costs).
What is the minimum number of shareholders required?
A Private Limited Company in Nepal can be registered with a single shareholder (one-person company) under the amended Companies Act. A Public Limited Company requires a minimum of seven promoters. A Non-Profit Company requires at least five members.
Do I need to be physically present in Nepal to register a company?
Nepali citizens can complete the entire process online or by appointing an authorised representative with a power of attorney. Foreign investors must comply with FDI rules under FITTA they need approval from the Department of Industry before applying at OCR, and the funds must be routed through the Nepal Rastra Bank. A local authorised representative is recommended.
What documents do I need to register a company in Nepal?
Core documents are: (1) MOA and AOA drafted under the Companies Act, (2) citizenship copies of all promoters, (3) passport-size photographs, (4) proof of registered office address (rent agreement or ownership document), (5) the OCR application form, and (6) board resolution if a corporate shareholder is involved. Foreign promoters also need passport copies and Department of Industry approval.
What types of companies can I register in Nepal?
The main options are: Private Limited Company (most common, 1–101 shareholders), Public Limited Company (minimum 7 promoters, can issue shares to the public), Non-Profit Company (registered under Section 166 of the Companies Act), and Foreign Investment Company under FITTA. You may also register a Sole Proprietorship at the Department of Cottage and Small Industries, though this is technically not a company.
Why do most company registrations get rejected?
The most common rejection reasons are: name already taken or too similar to an existing company, restricted words used without permission (Nepal, National, Bank, University), MOA/AOA clauses that conflict with the Companies Act, incomplete or unclear share capital structure, and missing or mismatched signatures on supporting documents.
What do I need to do after my company is registered?
Within 30 days of incorporation, register for PAN at IRD. If turnover will exceed NPR 50 lakh, also register for VAT. Obtain a business registration from your local Municipality. File annual returns with OCR every year, hold an Annual General Meeting (AGM), and file tax returns at IRD. Failure to file annual returns leads to OCR fines and eventual deregistration.
Ready to register your company?
Company registration in Nepal is straightforward when your documentation is right. The OCR is not arbitrary it follows a clear set of rules, and clean applications get approved. The hard part is getting the MOA, AOA, and supporting documents into the exact format OCR expects.
Start with the right template and you save yourself two weeks of rework.
Generate your company registration documents with HamroDocument →