Company incorporation in Nepal (online) 2025
The incorporation of companies in Nepal is governed by the prevailing Companies Act, 2006 (2063). The Office of the Company Registrar ("OCR") is the statutory authority vested with the power to oversee and administer company incorporation matters in Nepal. This article delineates the procedural framework for the online incorporation of companies within the jurisdiction of Nepal.
1. Classification of Companies under the Companies Act
1.1 Pursuant to the provisions of the Companies Act, the following categories of companies are eligible for incorporation:
a) Private Limited Company.
b) Public Limited Company.
c) Not-for-Profit Company (Company not distributing profits).
The fundamental distinction between a public company and a private company under the provisions of the Company Act in Nepal lies in their capacity to mobilize funds from the general public. A public company is authorized to raise capital by issuing securities, including shares, bonds, or debentures to the public at large. In contrast, a private company is statutorily prohibited from inviting or accepting such investments from the public through the issuance of securities. Furthermore, a public limited company must have a minimum of seven shareholders with no prescribed upper limit, whereas the number of founder shareholders in a private company shall not exceed one hundred and one (101).
Likewise, a not-for-profit company (profit not distributing company) may be incorporated for any of the following lawful objectives:
(a) To promote and advance any profession.
(b) To safeguard and uphold the collective rights and interests of individuals engaged in a particular profession or occupation; and
(c) To pursue scientific, academic, social, charitable, or public utility and welfare purposes, subject to the condition that no dividends or profits shall be distributed among its members.
Limited liability companies constitute the most prevalent form of business entities and profit-oriented companies in Nepal. Among these, private limited companies are the most frequently incorporated business structures. However, any entity intending to undertake activities related to banking and financial services, insurance, stock exchange operations, pension funds, or mutual funds is mandatorily required to be incorporated as a public limited company.
A key advantage of incorporating a limited liability company as a profit-oriented entity is that the liability of its shareholders is restricted solely to the extent of their respective capital contributions or the amount of investment subscribed by them in the company.
3. Procedure of Registration of Company:
The following sets forth the procedural framework for the incorporation of a company in Nepal:
1: Step
Reservation of the proposed company name with the Office of the Company Registrar (OCR).
Step 2:
Online submission of duly executed incorporation documents, including the Articles of Association (AOA), Memorandum of Association (MOA), and the application form, to the OCR.
Step 3:
Scrutiny and verification of the submitted incorporation documents by the OCR.
Step 4:
Issuance of the Certificate of Incorporation by the OCR.
Step 5:
Completion of tax registration formalities, including VAT and Permanent Account Number (PAN) registration, at the Inland Revenue Department.
3.1 Name Reservation at the Office of the Company Registrar
Before the incorporation of a company, an applicant is required to ascertain the availability of the proposed company name. The most efficient method to conduct this verification is through the official website of the Office of the Company Registrar (OCR) at https://ocr.gov.np/. For searching a company by its registration number, the following portal is utilized: https://application.ocr.gov.np/faces/CompanyDetails.jsp. To proceed with company registration, applicants should access: https://application.ocr.gov.np/CRO/faces/OnlineUserLogin.jsp. The applicant must complete the prescribed online form, establish a Username and Password, and verify whether the proposed company name is already registered or otherwise available for use.
3.2 Online Submission of Executed Documents to the Office of the Company Registrar
Upon confirmation of the availability of the company name through the prescribed procedure, the applicant is required to electronically submit the requisite incorporation documents to the Office of the Company Registrar (OCR) as outlined above. It is highly advisable that the Memorandum of Association (MOA) and Articles of Association (AOA) be duly prepared in strict conformity with the provisions of the Companies Act, 2063.
3.3 Review of Submitted Documents by the Office of the Company Registrar
After the documents are submitted, the Office of the Company Registrar (OCR) carefully reviews them to check that the company’s objectives are clear, all shareholders have signed, there are no errors, and that everything complies with the Companies Act, 2063.
If the Registrar finds any major mistakes or issues, the applicant will be notified promptly and must correct the errors.
3.4 Issuance of Certificate of Incorporation by the Office of the Company Registrar
Upon successful completion of the examination by the Office of the Company Registrar (OCR), a Certificate of Incorporation shall be issued, formally recognizing the company’s legal existence.
3.5 PAN/VAT Registration at the Inland Revenue Department
Following the issuance of the Certificate of Incorporation, the company is required to obtain a Permanent Account Number (PAN). The PAN serves as the official tax identification number and is essential for fulfilling tax and VAT obligations at the Inland Revenue Department.
4. Timeframe for Company Registration:
The total duration for completing the online incorporation process of a new company in Nepal typically ranges from seven to ten business days.
5. Documentation Required for Company Registration in Nepal
The following is a comprehensive list of documents necessary for the company registration process in Nepal:
S.N. | Documents Required | Number of Copies
- Application for Registration — 1 original set
- Memorandum of Association and Articles of Association of the proposed company — 2 original sets each
- National Identity Card — 1 copy
- Shareholders’ Agreement (if applicable) — 1 copy
- Copy of Certificate of Registration and other incorporation documents (Memorandum of Association, Articles of Association) where the shareholder is a company — 1 copy
- Corporate Resolution of the shareholder, if the shareholder is a company — 1 copy
- Copy of prior approval from the Department of Industry (DOI), where the shareholder is a foreign investor — 1 copy
6. Minimum Capital Requirement:
The minimum prescribed capital for the registration of a public company in Nepal is above NPR 1 crore, whereas for a private company, the minimum required capital is NPR 1 lakh.
7. Government Fees for Company Registration in Nepal
The government registration fee is determined in accordance with the authorized capital of the proposed company. The registration fees in Nepal range from NPR 1,000 up to over NPR 43,000, with specific fee structures applicable to both Public Limited Companies and Private Limited Companies.
7.1 Government Fees for Private Companies
| S.N. | Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|---|
| 1 | Up to 100,000 | 1,000 |
| 2 | 100,001 to 500,000 | 4,500 |
| 3 | 500,001 to 2,500,000 | 9,500 |
| 4 | 2,500,001 to 10,000,000 | 16,000 |
| 5 | 10,000,001 to 20,000,000 | 19,000 |
| 6 | 20,000,001 to 30,000,000 | 22,000 |
| 7 | 30,000,001 to 40,000,000 | 25,000 |
| 8 | 40,000,001 to 50,000,000 | 28,000 |
| 9 | 50,000,001 to 60,000,000 | 31,000 |
| 10 | 60,000,001 to 70,000,000 | 34,000 |
| 11 | 70,000,001 to 80,000,000 | 37,000 |
| 12 | 80,000,001 to 90,000,000 | 40,000 |
| 13 | 90,000,001 to 100,000,000 | 43,000 |
| 14 | Above 100,000,000 | NPR 30 for every additional NPR 10,000,000 |
7.2 Government Fees for Public Companies
| S.N. | Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|---|
| 1 | Up to 100,000,000 | 15,000 |
| 2 | 100,000,001 to 1,000,000,000 | 40,000 |
| 3 | 1,000,000,001 to 2,000,000,000 | 70,000 |
| 4 | 2,000,000,001 to 3,000,000,000 | 100,000 |
| 5 | 3,000,000,001 to 4,000,000,000 | 130,000 |
| 6 | 4,000,000,001 to 5,000,000,000 | 160,000 |
| 7 | Above 5,000,000,000 | NPR 3,000 for every additional NPR 100,000 |
8. Business-Specific Approvals/Licenses
Certain regulated industries such as banking and financial institutions, hydropower projects, travel and trekking enterprises, hospitals, and similar sectors are subject to mandatory additional approvals or licenses prior to commencing business operations.
9. Tax Registration
Every company is required to obtain a Permanent Account Number (PAN) or VAT Registration Certificate from the Inland Revenue Department before commencing business activities. This requirement depends on the company’s expected annual turnover. The company registration process mandates the acquisition of a PAN to ensure compliance with tax obligations.
Shishir Pokharel …
