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Registration of Company in Nepal
The Company Act, 2063 is the governing law for the registration of companies in Nepal. The Office of the Company Registrar (OCR) is a governmental authority responsible for governing the registration of companies.
Types of Companies
Under the Company Act 2006 (2063),Companies are classified into the following types:
Public Company
Public companies can raise funds from the general public by issuing securities such as shares, bonds, or debentures. A Public Limited company must have a minimum of 7 shareholders with no maximum limit and a minimum paid-up capital of NPR 1 crore.
Private Company
Private Companies are those whose number of shareholders can start from 1 but cannot exceed more than 101. They are restricted from inviting the general public to share subscriptions.
Profit Not Distributing Company (PNDC)
PNDC is a company that is incorporated with the explicit condition of not distributing to its members. They require at
least 5 promoters for registration.
Procedure of Company Registration
The following procedures must be followed for registering the company in Nepal. Following these procedures, a new company can get registered within 5-10 days.
Step 1: Reservation of Company Name at the Office of Company Registrar (OCR)
Verify the availability of the desired company name from the Company Registrar’s website, at https://ocr.gov.np/, or we can directly follow and visit this link: https://application.ocr.gov.np/CRO/faces/OnlineUserLogin.jsp. Fill out the form thoroughly on the webpage create a Username/Password and check if your desired company name is already in use or not.
Step 2: Submission of Documents at the Online Portal of OCR
After the company name is reserved, use the username/password you created, log onto the Company Registrar’s website, fill in the required information, and upload the original scan copy of necessary documents including Application for Registration, AOA, MOA, Notarized citizenships of promoter and shareholders in the concerned portals. Finalize the document and upload it by clicking submit and note down the application number.
Step 3: Submission of Physical Hard Copy of Documents at OCR
Subsequently, prepare a properly documented file with all the necessary paperwork, including Memorandum of Association and Article of Association (prepared as per Company Act 2063), Application for company registration, and document of the Director and Shareholders of the Company. The documents need to be notarized by a notary public and submitted before the Registrar Officer.
Step 4: Review of the Documents Submitted to the OCR
The submitted documents are thoroughly reviewed by the OCR to verify the company’s objectives, signatures of the shareholders, inaccuracy, and conformity with the Company Act 2063. If a significant mistake is identified, then the person is obliged to rectify their errors.
Step 5: Issuance of Company Registration Certificate
If the registration is successful, then the OCR issues a Certificate of Company Registration to ensure the company’s legal registration.
Step 6: Issuance of PAN/VAT no. Reservation letter
The OCR provides a letter with a reserved PAN/VAT number which is to be presented for the company to get their Tax registration.
Step 7: Tax Registration at Inland Revenue Office
Fill out the PAN/VAT registration online form from the taxpayer portal of IRD’s website, https://ird.gov.np/ or https://taxpayerportal.ird.gov.np/taxpayer/app.html. Download the finalized form and submit it to the concerned tax office, along with the other documents including a copy of the Company Registration Certificate, MOA & AOA, letters received from the OCR, Rent Agreement, and Personal Pan of the Director.
Step 8: Registration at the Local Government Offices
The company is also required to be registered at its Local Government Ward Office. Some specific businesses, such as travel trekking businesses, hospitals, banks & financial institutions, etc. need to get additional approval/licenses from the concerned government offices.
Required Documents for the
Company Registration Procedures
- Application for Registration
- Memorandum of Association (MOA)
- Article of Association (AOA)
- Notarized citizenship (or passport in case of foreign promoter)
- Shareholder’s Agreement (if any)
- Copy of certificate of registration and other registration documents ( MOA & AOA) of the company in case a corporate entity is a shareholder/investor
- Resolution of the shareholder if the shareholder is some other corporate
- Copy of prior approval from the DOI in case the shareholder is foreign investor
Government Fee for Company
Registration in Nepal
Government Fee is charged based on the authorized capital of the company.
1. Government Fee for a Private Company.
S.No. | Authorized Capital (In NPR) | Registration Fee( In NPR) |
1 | Up to 1 Lakh | 1,000 |
2 | 1 Lakh to 5 Lakhs | 4,500 |
3 | 5 Lakhs to 25 Lakhs | 9,500 |
4 | 25 Lakhs to 1 Crore | 16,000 |
5 | 1 Crore to 2 Crores | 19,000 |
Note: An additional 3,000 needs to be paid for every additional 1 crore Capital.
2. Government Fee for a Public Company.
S.No. | Authorized Capital (In NPR) | Registration Fee( In NPR) |
1 | Up to 1 Crore | 15,000 |
2 | 1 Crore to 10 Crores | 40,000 |
3 | 10 Crores to 20 Crores | 70,000 |
4 | 20 Crores to 30 Crore | 1,00,000 |
5 | 30 Crores to 40 Crores | 1,30,000 |
6 | 40 Crores to 50 Crores | 1,60,000 |
Note: An additional 3,000 needs to be paid for each additional 1 crore Capital.
NOTE: For the fiscal year 2080-81, there will be no government fees charged for company registration and capital increase. It has been implemented following an announcement made by the Ministry of Industry, Commerce, and Supplies in the official gazette (Rajpatra) on 15th of Jestha.
Business Specific Approval/Licenses
If the certain business is related to bank and financial institutions, hydropower, travel & trekking business, hospitals etc. are required to get additional approvals or licenses for the commencement of their business activities.
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