Learn about the company registration process in Nepal, including what it means, where to register, how to select a legal name, and more.
What Company Registration Means in Nepal
Company registration in Nepal refers to the formal process of incorporating a business entity under the prevailing laws of Nepal. The procedure provides the company with a legal identity that allows it to conduct business activities within Nepal's jurisdiction. The Office of the Company Registrar (OCR), operating under the Ministry of Industry, Commerce and Supplies, handles this process. It is governed primarily by the Companies Act, 2063 (2006).
Registering a company is a legal obligation for individuals or groups wishing to carry out commercial activities. Once registered, the entity receives a certificate of incorporation which confirms its legal status. This allows the company to open bank accounts, enter into contracts, hire employees, and undertake other business activities as a recognized legal person.
Entities that can register include:
The registration process ensures transparency, accountability, and the protection of stakeholders such as shareholders, employees, and customers. Once registered, the company is required to comply with several statutory obligations such as filing annual returns and maintaining proper accounting records.
Where to Register Your New Company
All company registrations in Nepal must be done at the Office of the Company Registrar (OCR), which is located in Tripureshwor, Kathmandu. Regional offices have not yet been assigned this function, so all applicants—regardless of location—must submit their applications to the central office. However, much of the process can now be completed online through the OCR's official website: www.ocr.gov.np.
Registration applications, document submissions, and tracking can be conducted online, reducing the need for frequent physical visits. Final document verification and certificate issuance, however, may still require physical presence or coordination with the OCR.
The online portal also provides facilities such as:
The portal is integrated with other government departments, including the Inland Revenue Department for PAN registration, enhancing the efficiency of the registration process.
How to Select a Legal Company Name
Choosing a legal company name is the first mandatory step in registering a company in Nepal. The name must be unique, appropriate, and comply with the naming conventions prescribed in the Companies Act, 2063. The proposed name should not resemble any existing company, be misleading, or contain prohibited terms.
Key rules for name selection include:
The name must be reserved via the OCR online system before initiating the full registration process. Once approved, the name is reserved for 35 days. If registration is not completed within this period, the reservation will lapse.
Supporting laws:
OCR staff may reject the name proposal if it violates any of the naming rules. Applicants must ensure their proposed name does not lead to legal or procedural delays.
What Types of Companies Can Register
Under the Companies Act, 2063, several types of companies can be registered in Nepal. Each type has its own legal requirements, structure, and obligations:
1. Private Limited Company:
2. Public Limited Company:
3. Non-Profit Company:
4. Foreign Company:
Each company type must submit specific documents, meet minimum capital requirements, and fulfill post-registration obligations. Selecting the correct company type is essential as it affects taxation, governance, and financial reporting.
How to Prepare Registration Documents
Preparation of documents is a crucial part of the registration process. These documents must be accurate, complete, and in compliance with Nepalese legal standards. Incomplete or incorrectly prepared documents are the primary reasons for application rejections.
Required documents include:
All documents must be signed and notarized. Foreign promoters must legalize documents through their respective embassies or consulates. OCR may require additional documents depending on the nature of the business.
Legal references:
What Is the Process of Registration
The registration process consists of sequential steps to be followed by the applicant. The process must be strictly adhered to in order to ensure approval without delay.
Step-by-Step Process:
The entire process usually takes between 7–15 working days if documents are accurate and complete.
What Are the Eligibility Requirements
Eligibility for company registration is primarily based on legal capacity and compliance with the Companies Act. Both individuals and entities can be promoters, provided they meet the prescribed criteria:
Individual Eligibility:
Company Eligibility:
Additional requirements for foreign nationals include:
Legal references:
Failure to meet eligibility requirements will result in rejection at the document verification stage.
How Long the Registration Process Takes
The typical timeline for completing company registration in Nepal ranges from 7 to 15 working days. Several factors influence this timeframe:
Online name reservation usually takes 1–2 days. Document review and certificate issuance take an additional 5–10 days. If resubmissions are required, the process can extend beyond 15 days.
What Is the Cost to Register Company
The total cost of registration depends on the authorized capital of the proposed company. The higher the capital, the higher the registration fee.
Fee Structure (Private Company):
Other costs:
Official fees are fixed by OCR and are non-refundable.
What Are the Government Fees Payable
Government fees are determined based on the company's proposed capital. These include:
These fees are payable to the Office of Company Registrar and Inland Revenue Department. Failure to pay correct fees results in rejection of the application.
What Laws Govern the Registration Process
The registration and operation of companies in Nepal are governed by multiple statutes. The key legal documents include:
Applicants must adhere to the relevant laws during and after registration.
What Authority Handles Registrations in Nepal
The Office of the Company Registrar (OCR) is the competent authority. It operates under the Ministry of Industry, Commerce and Supplies. It is responsible for:
Other involved authorities include:
How to Ensure All Requirements Are Met
Meeting all legal and procedural requirements is essential. Applicants should:
Using legal advisors or registration consultants can improve compliance and reduce rejection risks.
What Services Are Needed Post Registration
After registration, a company must comply with several post-incorporation obligations:
Non-compliance can result in fines, blacklisting, or cancellation of the company registration.
What Common Errors You Must Avoid
Avoiding errors during registration ensures faster approval:
Consulting experienced professionals can reduce the chance of errors.
