Starting a business in Nepal requires proper legal recognition and registration. Companies Act, 2063 (2006) governs the formation, operation, and regulation of companies in Nepal. It provides a clear legal framework for entrepreneurs and businesses to register and operate lawfully, ensuring transparency, accountability, and compliance. The process is overseen by theOffice of the Company Registrar (OCR)under theMinistry of Industry, Commerce and Supplies. Registering a company legally establishes it as a separate legal entity, enabling it to own property, enter into contracts, ability to sue or be sued, and operate in the formal economy.
Types of Companies in Nepal
According to the Companies Act, 2063, companies are broadly classified into the following:
- Private Limited Company
- Requires at least one and a maximum of 101 shareholders,
- Cannot issue shares or debentures to the public,
- Suitable for small to medium-sized businesses,
- Minimum investment of NPR 1 lakh.
- Public Limited Company
- Requires at least seven shareholders; no maximum limit,
- Can issue securities such as shares, bonds and debentures to the public,
- Must have a minimum paid-up capital (usually NPR 1 Crore or more depending on the sector)
- Subject to stricter regulatory and disclosure norms.
- Profit non-distributing Company
- Established for promoting commerce, art, science, education, social welfare, etc.
- Profits, if any, must be reinvested for company objectives.
- No dividend distribution is allowed to members.
Registration Process
Step 1: Name Reservation
Before applying for company registration, it is mandatory to reserve the proposed company name through the Office of the Company Registrar (OCR) website. This ensures your company name is unique and eligible for use under Nepalese law.
- Apply for name approval at the Office of the Company Registrar (OCR).
- The name should be unique and not already registered or reserved.
- The approved name is valid for 35 days.
Once the name is approved, the company registration process involves the following steps:
Step 2: Documentation Preparation
Key Documents required:
- Application for registration (1 set)
- Memorandum of Association (MOA) (2 sets) – Outlines company objectives, capital structure, and liability.
- Articles of Association (AOA) (2 sets) – Contains rules for internal management.
- Citizenship certificate (for Nepalese) or permission obtained under the prevailing law to make investment or carry on business or transaction in Nepal and document proving the country of his citizenship (for foreigners).
- In case of public company, a copy agreements among shareholders or promoters (if any).
- In case of private company, a copy of consensus agreement (if any).
- Prior approval or license obtained to carry on any particular type of business or transaction (if any).
- Photographs and other KYC Documents.
Step 3: Submission of Application along with key documents to OCR
Submit the application along with required documents either online through OCR’s website (https://application.ocr.gov.np/CRO/faces/OnlineUserLogin.jsp) or physically at the OCR Office.
Step 4: Registration Fee Payment
If the registration fee is up to NPR 5,000, it can be paid directly at the Office of the Company Registrar (OCR). For fees exceeding NPR 5,000, the amount must be deposited into the ‘RAJASWA’ (REVENUE) account at Nepal Rastra Bank or other authorized commercial banks. After making the deposit, two copies of the payment voucher must be submitted to the accounts section of the OCR.
Fee for a Private Company
| S. No. | Amount of Capital (NPR) | Registration Fee (NPR) |
| 1 | Up to 1,00,000/- | 1,000/- |
| 2 | 1,00,001 to 5,00,000/- | 4,500/- |
| 3 | 5,00,001 to 25,00,000/- | 9,500/- |
| 4 | 25,00,001 to 1,00,00,000/- | 16,000/- |
| 5 | 1,00,00,001 to 2,00,00,000/- | 19,000/- |
| 6 | 2,00,00,001 to 3,00,00,000/- | 22,000/- |
| 7 | 3,00,00,001 to 4,00,00,000/- | 25,000/- |
| 8 | 4,00,00,001 to 5,00,00,000/- | 28,000/- |
| 9 | 5,00,00,001 to 6,00,00,000/- | 31,000/- |
| 10 | 6,00,00,001 to 7,00,00,000/- | 34,000/- |
| 11 | 7,00,00,001 to 8,00,00,000/- | 37,000/- |
| 12 | 8,00,00,001 to 9,00,00,000/- | 40,000/- |
| 13 | 9,00,00,001 to 10,00,00,000/- | 43,000/- |
| 14 | Above 10,00,00,000/- | 30/- for each 1,00,000/- |
Fee for a Public Company
| S. No. | Amount of Capital (NPR) | Registration fee (NPR) |
| 1 | Up to 1,00,00,000/- | 15,000/- |
| 2 | 1,00,00,001 to 10,00,00,000/- | 40,000/- |
| 3 | 10,00,00,001 to 20,00,00,000/- | 70,000/- |
| 4 | 20,00,00,001 to 30,00,00,000/- | 1,00,000/- |
| 5 | 30,00,00,001 to 40,00,00,000/- | 1,30,000/- |
| 6 | 40,00,00,001 to 50,00,00,000/- | 1,60,000/- |
| 7 | Above 50,00,00,000/- | 3000/- for each 1,00,00,000/- |
Step 5: Examination of submitted documents by OCR
The office shall, after making necessary inquiries, register such company within 15 days after the date of making of the application. If the Registrar detects a major error or inconsistency in the submitted documents, the individual is immediately notified and required to correct the issue.
Step 6: Certificate of Incorporation
Upon successful verification, the OCR issues a Certificate of Incorporation, making the company a legal entity. The total duration required for the registration of a new company in Nepal is approximately seven to 10 working days.
Post- Registration Requirements
After registration, companies must:
- Obtain Permanent Account Number (PAN)/ VAT from the Inland Revenue Department. (Tax Registration)
- Open a bank account in the company’s name.
- Maintain proper records (Books of accounts, minutes, and shareholder register).
- Hold annual general meetings (AGMs).
- Submit annual returns and audited financial reports to OCR.
Conclusion
Registering a company under the Companies Act, 2063 is a structured and legal process designed to promote responsible business operations. Whether you’re a startup founder or an established entrepreneur, understanding and complying with the law ensures your business is protected, credible, and prepared for growth. Seeking guidance from legal and financial professionals can also ease the registration and compliance burden.