Private Company Registration in Nepal

Private company registration in Nepal involves a formal process governed by the Companies Act. Private Company registration in Nepal is primarily governed by the Companies Act 2063 (2006 AD). The Companies Act provides the legal framework for the establishment, operation, and dissolution of companies in Nepal. It outlines the procedures for company registration, requirements for Memorandum of Association (MOA) and Articles of Association (AOA), and other essential aspects

What is Private Company in Nepal?

Under the prevailing Companies Act, a private company is a form of business organization that is incorporated in Nepal. The liability of its members is limited to the amount of unpaid shares, which is how it is characterized by limited liability. A private company’s ownership structure is confidential, and shares cannot be transferred at will. A minimum of two shareholders are required for these companies, and a maximum of fifty shareholders are permitted. Private companies in Nepal are subject to regulatory supervision by the Office of the Company Registrar and are governed by the Companies Act.

What are the eligibility requirements for a private company?

To qualify for registration as a Private Company in Nepal, all prospective applicants are required to satisfy rigorous eligibility criteria as outlined in the Companies Act of 2006. The essential requirements for the registration of a company are concisely stated as follows:

Minimum Shareholders: It is required that every applicant company arrange for a minimum of seven shareholders to be present. 

Shareholder Restrictions: A limitation on the number of shareholders in a private company is established by the Companies Act, which prohibits the applicant from having more than 101 shareholders.

Applicant Verification Abroad: In order to register a company in Nepal, foreign registrants are required to provide evidence of citizenship from their home country.

Documents of Association: It is the responsibility of each applicant to thoroughly prepare and compose the Memorandum and Articles of Association.

Distinctive Company Name: The applicant is required to choose a distinctive name for the proposed company prior to the registration process. This name cannot be identical to those that are already registered by established companies in Nepal.

How does one register a private limited company in Nepal?

Following the steps outlined below, private companies in Nepal may be registered with the Office of the Company Registrar, which is under the Department of Industry.

Step 1: Company Name Reservation at the Company Registrar Office

The Office of the Company Registrar (OCR)’s online portal, located at www.ocr.gov.np, is used to reserve a distinctive company name as the first step in the registration process. Prior approval of the name is required in order to proceed with the subsequent stages.

Step 2: Documents Required for Registration at the Company Registrar Office

The registration process requires the submission of required documents. One copy of the application and two sets of the Memorandum of Association and Articles of Association are required from the applicant. Furthermore, it is required to furnish citizenship certificates or passports, shareholder agreements, and any pertinent licenses or approvals.

Step Three: Company Registrar Office Authentication

The OCR examines the submitted documents in great detail. To ensure the registration process is accurate and comprehensive, any corrections or supplementary documents that may be required in the event of inconsistencies or omissions of information are mandatory.

Step 4: Payment of the Nepalese Company Registration Fee

After their documents have been verified as valid, the applicant is required to remit the registration fees as mandated by the government. The fees for authorized capital and private versus public companies are distinct. The detailed fee structure stipulates that public companies must pay varying sums, whereas private companies are subject to a range of NPR 1,000 to NPR 43,000.

Step 5 : Company Registration Certificate Issuance

The legal establishment of a company is officially recognized when the OCR issues a certificate of company registration, contingent upon the satisfactory completion of document verification and the payment of the necessary expenses.

Step 6: Post-Registration Procedure

Several activities must be completed subsequent to the registration of a company in order to ensure legal compliance. The company is required to register with the ward office at the local level. The company is required to obtain a PAN and VAT certificate from the appropriate Inland Revenue Office. It is imperative to initiate financial transactions by establishing a bank account. The company may require additional approvals or licenses depending on the nature of the business activities.

What Information and Documents Are Necessary to Register a Private Company in Nepal?

The following information is typically required to start the required registration process for a private company in Nepal:

1. Name suggestion for your company

2. Address proposed for the registered office of your company

3. Key company goals

4. Authorized Investment

5. Paid-Up and Issued Capital

6. Members of the BoD and their tenure

7. Quantity of Promoters and Particulars of the Promoters, Including Their Present Address

8. The quantity of shares subscribed by each promoter

Generally, the following documents are required for company registration in Nepal:

1. Completely completed application

2. Articles of Association of the Company Under Proposal

3. Proposed Articles of Association for the Company

4. A copy of the applicant company’s founder’s citizenship

The Applicant Company’s Consensus Agreement

6. Documentation of the pre-incorporation contract executed by the applicant company

7. A copy of the shareholders’ mutual agreement

8. Approval of Related Company, Should the Examiner Request It

9. Certificate of Company, if the anticipated business will have a member company

What are the fees and charges associated with the registration of a Private Company?

In Nepal, the registration fee for a private limited company is calculated in accordance with the authorized capital proposed. The existing fee framework is outlined as follows:

How can Lawneeti assist you with the registration of a private company?

1. Company Registration Services:

Our company is dedicated to making the registration of companies in Nepal as simple and efficient as possible. We Provide the Organization with Proficient Legal Counsel and Guidance Prior to Registration. In addition, we compose all documents required for the registration of a private company and subsequently submit the application for the registration of your company, including the submission procedure.

2. Compliance of the Firm

Legal and Regulatory Compliance is a service provided by Lawneeti Associates subsequent to the registration of a private company. This support aims to ensure the seamless operation of the business while also keeping clients apprised of any modifications to applicable laws and regulations.

3. Renewal of the Company and Supplementary Services

We provide comprehensive renewal services in Nepal during the period of company renewal. These services include the renewal of business licenses, updating of essential documents and filings, and timely assistance with renewal processes.

Conclusion on Private Company Registration in Nepal

The Companies Act 2063 (2006 AD), which provides a legal framework for establishment, operation, and dissolution of private companies, governs private company registration in Nepal. Two to fifty shareholders are required for a private company, which is characterized by limited liability and limited ownership. The eligibility criteria stipulate that foreign registrants must undergo verification and that the number of shareholders must be a minimum of seven and a maximum of 101. The registration process consists of the following steps: name reservation, document submission, authentication, fee payment, and registration certificate issuance. Businesses must complete local registration, acquire PAN/VAT, establish a bank account, and obtain additional licenses after registration. For private companies in Nepal, Lawneeti provides thorough registration, compliance, renewal, and legal services.

Disclaimer: This article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication or solicitation. Specific advice of professionals must be sought for each case.

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