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Office of the Company Registrar Approval Process in Nepal

By LexGlobe Partners•2023-06-05
Office of the Company Registrar Approval Process in Nepal

Understand the OCR approval process in Nepal, including document review procedures, timelines, and requirements for successful company registration.

What the OCR Approval Process Means in Nepal

The approval process of the Office of the Company Registrar (OCR) in Nepal refers to the official verification and acceptance of documents submitted for company registration. This step confirms that a proposed company complies with the Company Act, 2063 (2006) and related legal provisions. The process ensures accuracy, legal structure, proper documentation, and valid business intentions before the issuance of a company registration certificate.

OCR examines whether the submitted application meets the statutory requirements for registration. This includes scrutiny of the company name, proposed objectives, and required statutory documents. Only after successful review and approval by OCR does a company become a legal entity authorized to operate in Nepal.

Approval by OCR is required for the registration of private limited companies, public limited companies, not-for-profit companies, and foreign company branches. OCR approval is a legal prerequisite for obtaining a Permanent Account Number (PAN), opening a business bank account, and conducting any commercial activity.

The OCR approval mechanism ensures legal consistency and regulatory compliance within Nepal's business environment. It acts under the supervision of the Ministry of Industry, Commerce, and Supplies and enforces relevant laws to maintain corporate governance and accountability.

Where OCR Reviews Company Registration Applications

All company registration applications submitted to OCR are reviewed at the OCR head office in Tripureshwor, Kathmandu. This central office is responsible for examining and approving applications filed through both physical submission and the official online company registration portal of OCR (www.ocr.gov.np).

Applications filed digitally are reviewed through the OCR's Electronic Company Registration System. This platform is designed to reduce paperwork and improve transparency. Applications may also be reviewed by designated officers at branch offices in case of regional coordination, but final decisions rest with the central authority in Kathmandu.

Applications undergo a tiered review process where name reservation, document validation, and internal procedural checks occur. The office verifies that the documents are valid, in proper format, and legally compliant before registering the company.

All records and decisions related to company registration are maintained in OCR's internal database and are subject to periodic legal audits to ensure integrity and consistency with Nepalese corporate law.

How OCR Starts the Review Procedure Initially

The OCR review process begins after the submission of a complete set of company registration documents, including a name reservation request. The system logs the date and time of submission, and OCR officers are assigned to assess each case.

Initial steps include:

  • Company Name Reservation Review: OCR checks the uniqueness and appropriateness of the proposed name as per Rule 4 of the Company Rules, 2064.
  • Preliminary Document Scrutiny: OCR examines the Articles of Association (AOA), Memorandum of Association (MOA), promoter details, and compliance with required formats.
  • System Verification: The application is run through internal OCR verification software to detect any format discrepancies or missing items.
  • Queue Assignment: Each case is assigned a review officer who will assess all parts of the submission.

    After initial verification, OCR issues a notice or approval confirmation. If deficiencies are found, OCR communicates through the applicant's user dashboard or via email for rectification.

    OCR will not proceed to full registration unless the documents comply fully with Section 5 of the Company Act, 2063.

    What Are Required Documents for OCR Approval

    The Office of the Company Registrar requires specific documents depending on the type of company. For a private limited company, the following documents must be submitted:

  • Application for registration (as per Schedule 1)
  • Name approval letter
  • Memorandum of Association (MOA)
  • Articles of Association (AOA)
  • Copies of citizenship of promoters/shareholders
  • Copy of the lease agreement or proof of office address
  • Consent of directors (if any)
  • Passport copy and visa for foreign nationals (if applicable)
  • Power of attorney for the representative

    For a public company or not-for-profit company, additional documents such as audit reports, capital statements, and organizational charts may be required. All documents must be in Nepali or accompanied by certified translations.

    In case of foreign investment, documents such as a foreign investment approval letter from the Department of Industry and additional identification of the foreign shareholders are required. OCR approval depends strictly on submission of all necessary supporting documentation.

    How to Submit Files for Approval at OCR

    Files for OCR approval can be submitted via the OCR's official portal at www.ocr.gov.np using the Online Registration System. Manual submission is also available at the OCR head office for applicants who prefer in-person services.

    Steps to submit files online:

  • Create an account on the OCR portal
  • 2. Reserve the company name using the name reservation form 3. Upload the required documents (MOA, AOA, citizenship copies, etc.) 4. Submit the online application form (Schedule 1) 5. Pay applicable fees through bank transfer or digital payment options 6. Wait for document verification and respond to any objections

    The OCR may return applications if documents are missing or incorrect. In that case, corrections must be made and resubmitted promptly. Hard copies may also be requested in certain scenarios.

    What OCR Checks During Application Examination

    During examination, OCR reviews all documents for compliance with the Company Act, 2063 and checks for:

  • Validity of the proposed company name
  • Accuracy of the MOA and AOA clauses
  • Authenticity of promoter identities and signatures
  • Capital structure and shareholding alignment
  • Proper formatting and document notarization
  • Correctness of the office address and lease documents

    If inconsistencies are found, OCR flags the application for corrections. The applicant is informed through the system and must re-submit the required modifications.

    OCR officials verify each application using legal checklists and internal protocols. No approval is granted unless all elements meet legal standards. The review is strict but transparent.

    How Long OCR Approval Usually Takes to Complete

    The OCR approval timeline varies by the quality of submitted documents and current processing volume. Generally, the time taken is:

  • Name Reservation: 1–2 working days
  • Application Review: 2–4 working days
  • Revisions (if any): 3–5 working days
  • Final Approval and Registration: 7–10 working days (average)

    If the documents are complete and there are no errors, registration may be completed within 5 working days. However, complex applications, such as those involving foreign investors or public companies, may take longer.

    Delays can occur due to public holidays, incomplete submissions, or heavy workload at OCR. It is recommended to follow up on the application status via the OCR dashboard regularly.

    What Fees Are Charged During Approval Process

    OCR charges fees based on the company's authorized capital. The registration fee structure is as follows:

  • NPR 1 to 100,000: NPR 1,000
  • NPR 100,001 to 500,000: NPR 4,500
  • NPR 500,001 to 2,500,000: NPR 9,500
  • NPR 2,500,001 to 10,000,000: NPR 16,000
  • NPR 10,000,001 to 100,000,000: NPR 19,000

    These fees are governed under the Company Registration Fee Schedule by OCR. Digital service charges may apply for online payments.

    For public companies or companies with foreign shareholders, fees may differ and additional taxes may be applicable. Payment must be made before OCR will begin full document review.

    What Laws Govern OCR Registration Approvals

    The OCR operates under the legal framework established by the following statutes:

  • Company Act, 2063 (2006)
  • Company Rules, 2064 (2007)
  • Foreign Investment and Technology Transfer Act, 2075 (2019) (for foreign companies)
  • Electronic Transactions Act, 2063 (for digital submission)

    These laws outline the procedures, requirements, penalties, and regulatory powers of OCR. All approvals are granted strictly based on compliance with the provisions of these legal instruments.

    OCR functions as per the guidelines issued by the Ministry of Industry, Commerce and Supplies. The office must follow due process in every step of the registration and approval procedure.

    What Government Bodies Oversee OCR's Authority

    The Office of the Company Registrar is overseen by the following government bodies:

  • Ministry of Industry, Commerce and Supplies: Principal authority supervising OCR
  • Department of Industry: Coordinates for foreign investments and approvals
  • Ministry of Finance: Regulates fees and taxation issues
  • Revenue Offices: Linked for PAN issuance and verification

    These bodies ensure OCR functions in alignment with national policy. OCR is also subject to audit and regulatory inspection by authorized government agencies.

    How to Track the Status of Approval Process

    Applicants can track the status of their company registration through the OCR's official portal. The dashboard provides real-time updates on the application's progress.

    Steps to track approval status:

  • Login to your OCR account
  • Select the company registration application
  • Check "Application Status"
  • View review comments or pending items
  • Take action if revisions are requested

    OCR also sends status updates to registered email addresses. For in-person queries, the application number must be presented at the OCR helpdesk.

    Where OCR Sends Files After Final Approval

    Once approval is granted, OCR issues a digital copy of the company registration certificate and official records to the applicant's dashboard. These documents can be downloaded and printed.

    The OCR also:

  • Sends data to Inland Revenue Department for PAN registration
  • Notifies Department of Industry for foreign investor cases
  • Archives the company file in its official record system

    Applicants must collect any physical certificates, if requested, from the OCR counter. All data is stored digitally for future reference and legal use.

    How OCR Confirms Company Name During Approval

    OCR uses an internal verification system to confirm whether the proposed company name is:

  • Not identical to existing company names
  • Not misleading or illegal
  • Free from restricted or sensitive words
  • Consistent with the objectives of the company

    The name confirmation is governed by Rule 4 of the Company Rules, 2064. Applicants must choose unique and appropriate names. If the name is already taken, OCR will reject the request and suggest modifications.

    Name confirmation is the first step before moving to full document approval.

    What Happens After OCR Gives Final Approval

    After the OCR grants approval:

  • The company receives its registration certificate
  • The business becomes a legal entity
  • PAN registration is initiated
  • The company may open bank accounts
  • It can begin business operations legally

    The company must also comply with other post-registration steps such as tax registration, local business permits, and employment registration if required.

    How to Avoid Rejection in OCR Approval

    To avoid OCR application rejection:

  • Use a unique company name
  • Complete all required fields accurately
  • Submit all required documents
  • Ensure all documents are notarized if needed
  • Pay correct fees on time
  • Review the Company Act, 2063 for compliance
  • Double-check spelling and formatting

    If rejected, the OCR system will specify the reasons. Applicants can re-submit after corrections are made.

    FAQs

    How long does OCR approval take?

  • OCR approval typically takes between 5 to 10 working days. Name reservation is usually processed in 1–2 days, and document review may take an additional 3–5 days depending on completeness. If revisions are needed, approval may take longer.

    What documents are reviewed by OCR?

    OCR reviews the MOA, AOA, identity documents of promoters, lease agreement, and power of attorney. In cases of foreign investors, visa documents and foreign investment approval letters are also required.

    Can I track the OCR approval status?

    Yes, OCR provides an online dashboard where applicants can log in and check the real-time status of their registration application, view feedback, and take corrective actions.

    Are OCR approvals fully online now?

    Yes, most OCR services are now available online through www.ocr.gov.np. However, physical document submission may be required in certain situations depending on the nature of the business.

    Does OCR charge for approval separately?

    OCR charges a one-time registration fee based on the company's authorized capital. There are no separate charges for approval apart from this standard fee.

    What happens if OCR rejects it?

    If OCR rejects an application, it provides reasons through the dashboard. Applicants can correct the errors and re-submit the application without an additional charge if within the revision window.

    Is company name approval automatic?

    No, company name approval is manually reviewed by OCR officers to ensure compliance with naming rules. The system does not grant automatic approvals.

    Where does OCR send approved files?

    OCR sends the approved certificate and documents to the applicant's online account. In some cases, hard copies can be collected from the OCR office.

    Do I need to visit OCR physically?

    Physical visits are not mandatory for standard applications. However, complex cases or foreign applications may require in-person verification.

    What if I submit wrong documents?

    If incorrect or incomplete documents are submitted, OCR will issue a notice for correction. Failure to comply may result in application rejection. \`\`\`

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