Company Registration in Nepal: A Complete New Guide

This Article provides you the required legal insight on Company Registration in Nepal with a Step-By-Step Guide on Post-Company Registration and the Documents Required for Registering a Private Limited Company along with the Benefits of Company Registration.

Types of Company Registration in Nepal

Under the Companies Act, the following types of company registration can be conducted in Nepal:

  1. Private company;
  2. Public company;
  3. Profit not distributing company;
  4. Foreign company.

What is Private Company in Nepal?

Private companies in Nepal are those companies which are privately held and cannot raise money from general public by offering company’s shares to public. The range for the number of shareholders can begin at 1 and extend up to a maximum of 101, while the number of directors can range from 3 to 11.

They are two types of private company i.e.

  1. Single shareholder; and
  2. Multiple shareholder company.

Furthermore, all private companies shall add word “Private Limited” (“Pvt. Ltd.”) at the end of its name.

What is Public Company in Nepal?

The main detrimental characteristic of public company is raising fund from the general public by issuing securities such as bonds, shares, or debentures. The minimum capital requirement for a public company NPR 1,00,00,000.

The range for the number of shareholders can begin at 7 and extend up to unlimited numbers, while the number of directors can range from 1 to 11.

Further, a company carrying business relating to banking and financial transaction, insurance, stock exchange, pension fund or mutual fund needs to be compulsory registered as a public company and their minimum capital requirement for is determined by their respective regulatory authority.

Furthermore, all public companies shall add word “Limited” (“Ltd.”) at the end of its name.

Profit Not distributing Company In Nepal

 Profit not distributing company are incorporated on conditions that it shall not be entitled to distribute or pay to its members any dividends or any other moneys out of the profits earned or savings made for the attainment of any objectives.

The number of board of directors can ranges from 5 to unlimited. Profit not distributing companies can be incorporated for the following objectives:

(a) development and promotion of any profession;

(b) protection of collective rights and interests of the persons engaged in a specific profession or occupation; and

(c) for the attainment of any scientific, academic, social, benevolent or public utility or welfare objective on the condition of not distributing dividends.

Moreover, any company incorporated as profit not distributing company shall not add words including “Company”, “Private Limited”, “Limited” at the end of its name.

Foreign Company in Nepal

Foreign company are those companies which are incorporated outside the Nepal. Foreign companies can be incorporated in two ways;

  1. Branch Office
    1. Liaison Office (Contact)

Liaison Office cannot have any income generating activities in Nepal. Branch Office shall only carry the same type of business or transaction as is being carried on by it in the country where it has been incorporated.

Among the aforementioned types of companies in Nepal, private limited company is commonly registered business vehicle in Nepal. One of the advantages for registering a limited liability company is that the lability of the shareholder of the company is limited to the extent of amount of investment made by such shareholder.

Benefits of Company Registration in Nepal

A company, according to Company Law, possess following general features:

  1. Separate Legal entity.
  2. Perpetual Succession.
  3. Limited Liability.
  4. Transferrable shares.
  5. Capacity to sue and can get sued.

Company Registration Process in Nepal

Online Company Registration in Nepal is also possible through the Official Portal of Office of Company Registrar. Company Registration Process in Nepal has five procedures in Nepal:

1. Reservation of Company Name at Company Registrar Office

2. Submission of Necessary Documents at Company Registrar Office Nepal

3. Authentication by Company Registrar Office

4. Payment of Company Registration Fee in Nepal

5. Issuance of Company Registration Certificate

6. Complete Post-Registration Process

Step 1: Reservation of company name at Company Registrar Office

The first and foremost step of company registration is reservation of company’s name on the online portal of OCR (www.ocr.gov.np). The company’s name shall be unique and shouldn’t resemble with any other registered company name. If the name is approved then we can move forward with the next process and if not then shall reapply again.

Step 2: Submission necessary documents at Company Registrar Office

Following are the required documents for company registration in Nepal:

S.N.DocumentsNo. of copies
1.Application1 copy
2.Memorandum of association and articles of association of the proposed company2 sets original
3.Citizenship certificate in case of Nepalese promoter / passport in case of foreign promoter1 copy
4.Shareholder’s agreement (if any)1 copy
5.Copy of certificate of registration and other registration documents (memorandum of association, articles of association) and Corporate resolution if the shareholder is company.1 copy
6.Prior approval or licence from the relevant authority (if required)1 copy
7.Copy of prior approval of the DOI in case the shareholder is a foreign investor1 copy

Step 3: Authentication by Company Registrar Office

Submitted documents will be examined by the OCR. In any event of mismatch of details, lack of documents then the personnel is required to make the required changes or submit additional documents.

Step 4: Company Register Fee in Nepal

After the examination and verification of documents of proposed company, the personnel shall pay the prescribed government fees between Rs. 1000 to Rs. 43,000 and more on the basis of Authorized Capital. The government fee is charged based on the authorised capital of a company. Company Register Fee in Nepal differs for Private Company and Public Company.

Private Company Register Fee

Following are the required government fees for registration of private limited company in Nepal:

 Amount of Authorised Capital (NPR)Government fee (NPR)
Up to 1,00,0001,000
1,00,001 to 5,00,0004,500
5,00,001 to 25,00,0009,500
25,00,001 to 1,00,00,00016,000
1,00,00,001 to 2,00,00,00019,000
2,00,00,001 to 3,00,00,00022,000
3,00,00,001 to 4,00,00,00025,000
4,00,00,001 to 5,00,00,00028,000
5,00,00,001 to 6,00,00,00031,000
6,00,00,001 to 7,00,00,00034,000
7,00,00,001 to 8,00,00,00037,000
8,00,00,001 to 9,00,00,00040,000
9,00,00,001 to 10,00,00,00043,000
10,00,00,00030 for each 1,00,00,000

Public Company Register Fee

Following are the required government fees for registration of public limited company in Nepal:

Amount of Authorised Capital (NPR)Government Fees (NPR)
Up to 1,00,00,00015,000
1,00,00,000 to 10,00,00,00040,000
10,00,00,000 to 20,00,00,00070,000
20,00,00,000 to 30,00,00,0001,00,000
30,00,00,000 to 40,00,00,0001,30,000
40,00,00,000 to 50,00,00,0001,60,000
More than 50,00,00,0001 crore per 3000

Step 5: Issuance of company registration certificate by Company Registrar Office

After the submission and verification of required documents and payment of the government fees for company registration, OCR will issue a company registration certificate.

What to do after Company Registration in Nepal? (Post-Company Registration Process)

After the completion of registration process, a company needs to comply with the following post registration process:

  1. Registration of business in the respective local level ward office;
  2. Obtaining a PAN VAT certificate from respective Inland Revenue Office;
  3. Opening a bank account; and
  4. Additional approvals or licenses for the commencement of their business activities (if required).

Post Registration Legal Compliance of Company

After completion of company registration process, following are the required post registration legal compliance of companies in Nepal;

First Compliance

A company shall undergo its first compliance within 3 months of incorporation of company. For that purpose, the company shall provide the following information in the prescribed format by law:

  1. Registered address of the company;
  2. Appointment of Auditor for the running fiscal year;
  3. Share Registry; and
  4. Director’s Declaration

Annual Compliance

A company shall conduct first Annual General Meeting (“AGM”) within a year of its incorporation date. After that it shall conduct the annual general meeting within six months of end of each fiscal year. (Within Month of Poush).

For that purpose, the company shall provide the following information in the prescribed format by law:

  1. Submit AGM minutes at OCR;
  2. Submit Audit report at OCR; and
  3. Appoint auditor for the next fiscal year.

Cancellation of Company Registration in Nepal

A Company registered by following Company Registration Process shall be cancelled by OCR on following grounds:

  1. If the promoters’ files an application for cancelation of registration;
  2. If the company does not submit its annual statements to OCR
  3. If the company fails to pay levied fines for a consecutive 3 years; and
  4. If OCR identifies that company is not conducting its business or has not commence its operation.

Questions on Company Registration in Nepal

How much does it cost to register company in Nepal?

A Private Company requires a minimum fee of NRS. 1000 and goes up to NRS. 43,000. For Public Company, the Registration Fee starts at NRS. 15,000.

Where is company registered in Nepal?

Company Registration in Nepal is conducted at the Office of Company Registrar under the Department of Industry.

What is LLC in Nepal?

LLC stands for Limited Liability Company and in the context of Nepal, Private Limited Company best represents an LLC. Individuals can have full ownership of LLC.

Can Indian open a company in Nepal?

Yes, an Indian can complete Company Registration in Nepal after bringing the required Foreign Direct Investment into Nepal. The Government allows full ownership of such companies to the Foreign Natonale.

What are the types of companies in Nepal?

Private Company, Public Company, Profit Not Distributing Companies are the three major types of Companies in Nepal.