Learn the complete company registration in Nepal online process, required documents, legal procedures, costs, timeline, and governing laws. A step-by-step guide for entrepreneurs and investors in Nepal.
Before starting the company registration in Nepal online process, follow these steps:
Company registration in Nepal is the legal process of incorporating a business entity under the Companies Act, 2063 (2006) through the Office of Company Registrar (OCR). This process establishes a company as a separate legal entity distinct from its owners, providing limited liability protection and legal recognition for conducting business activities in Nepal.
The company registration in Nepal online process has modernized business incorporation by allowing entrepreneurs to complete most registration procedures digitally through the OCR's online portal. This electronic system reduces processing time, minimizes physical documentation, and provides transparency throughout the registration process. The online system accepts applications for private limited companies, public limited companies, and other corporate structures recognized under Nepali law.
Company registration creates a legal framework for business operations, enabling companies to enter contracts, own property, sue or be sued, and conduct commercial activities under their registered name. The registration process involves name reservation, document submission, fee payment, and certificate issuance, all of which can now be completed through digital platforms, making the company registration in Nepal online process accessible to domestic and foreign investors.
Company registration in Nepal is conducted through the Office of Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies. The OCR maintains its head office in Tripureshwor, Kathmandu, and serves as the central authority for all company incorporation matters in Nepal. The office manages the online registration portal accessible at https://www.ocr.gov.np, where applicants can complete the company registration in Nepal online process.
The OCR online portal provides comprehensive services including name reservation, document submission, fee payment, and certificate download. Applicants can access these services from anywhere with internet connectivity, eliminating the need for physical visits to the OCR office for most registration procedures. However, certain documents may require physical submission or verification depending on the company type and applicant status.
For foreign investors and companies requiring additional approvals, coordination with the Department of Industry and Investment Board Nepal may be necessary. The company registration in Nepal online process integrates with these agencies through digital platforms, streamlining multi-agency approvals. Technical support for online registration is available through OCR helpdesk services, and applicants can track their application status through the online portal using their application reference number.
The legal framework for company registration in Nepal online process is established through multiple statutes and regulations that define incorporation procedures, corporate governance, and compliance requirements.
The primary laws governing company registration include:
Access the OCR online portal and submit a name reservation application with three proposed company names in order of preference. The system checks name availability against existing registrations and reserved names. Pay the name reservation fee online and await approval, which typically takes one to three working days for processing and verification.
Draft the Memorandum of Association and Articles of Association according to Companies Act requirements, specifying company objectives, share capital structure, and governance provisions. Prepare shareholder details, director information, and registered office address documentation. Obtain digital signatures from all promoters and directors for electronic document submission through the online portal.
Log into the OCR portal using your name reservation reference number and complete the online registration form with company details, shareholder information, and director particulars. Upload scanned copies of required documents including citizenship certificates, passport copies, and office rental agreements. Attach digitally signed Memorandum and Articles of Association in prescribed format.
Calculate total registration fees based on authorized capital using the OCR fee calculator available on the portal. Complete payment through integrated online banking, mobile banking, or digital wallet services accepted by the system. Download the payment receipt and attach it to your application for processing verification and approval.
The OCR reviews submitted applications for completeness, legal compliance, and document authenticity within the statutory timeframe. Officials may request additional information or clarifications through the portal messaging system. Upon satisfactory review, the OCR approves the application and generates the company registration certificate with unique company registration number.
Access the OCR portal to download the digitally signed company registration certificate in PDF format after receiving approval notification. The certificate contains the company registration number, registration date, and official OCR seal. Print the certificate for record-keeping and proceed with post-registration compliance requirements including PAN registration and tax enrollment.
The company registration in Nepal online process requires submission of the following documents:
The company registration in Nepal online process accommodates different company structures, each with specific requirements and characteristics.
| Company Type | Minimum Capital | Minimum Shareholders | Minimum Directors | Key Features |
|---|---|---|---|---|
| Private Limited Company | NPR 100,000 | 1 | 1 | Limited liability, restricted share transfer, maximum 101 shareholders |
| Public Limited Company | NPR 10,000,000 | 7 | 3 | Can issue shares publicly, must be listed on stock exchange, unlimited shareholders |
| Company Limited by Guarantee | As per MOA | 2 | 3 | Non-profit structure, no share capital, liability limited to guarantee amount |
| Foreign Company Branch | As per parent | N/A | 1 | Requires parent company authorization; foreign investment approval needed |
| Joint Venture Company | NPR 100,000 | 2 | 2 | Partnership between local and foreign entities; technology transfer possible |
| Subsidiary Company | NPR 100,000 | 1 | 1 | Controlled by parent company holding majority shares |
The company registration in Nepal online process timeline varies based on application completeness and company type.
For standard private limited companies with complete documentation, name reservation takes one to three working days. After name approval, the complete registration process from application submission to certificate issuance typically requires five to seven working days when all documents are properly submitted through the online portal.
Public limited companies may require additional processing time of ten to fifteen working days due to enhanced scrutiny of capital requirements and shareholder documentation. Companies requiring foreign investment approval need additional time for Department of Industry clearance, extending the total timeline to twenty to thirty working days.
The online system has significantly reduced processing time compared to manual registration, which previously took three to four weeks. Applicants can track application status in real-time through the OCR portal and receive notifications at each processing stage.
The company registration in Nepal online process involves various fees calculated based on authorized capital and company type.
| Fee Type | Amount (NPR) | Calculation Basis | Remarks |
|---|---|---|---|
| Name Reservation Fee | 100 | Per application | Valid for 35 days from approval |
| Registration Fee (up to NPR 100,000 capital) | 1,500 | Fixed amount | Minimum registration fee |
| Registration Fee (NPR 100,001 to 500,000) | 1,500 + 0.5% of excess | Progressive rate | Applied on capital above NPR 100,000 |
| Registration Fee (NPR 500,001 to 2,000,000) | 3,500 + 0.4% of excess | Progressive rate | Applied on capital above NPR 500,000 |
| Registration Fee (NPR 2,000,001 to 5,000,000) | 9,500 + 0.3% of excess | Progressive rate | Applied on capital above NPR 2,000,000 |
| Registration Fee (above NPR 5,000,000) | 18,500 + 0.2% of excess | Progressive rate | Applied on capital above NPR 5,000,000 |
| Digital Signature Certificate | 1,500 – 3,000 | Per certificate | Valid for one to two years |
| Document Certification | 50 – 100 | Per document | Applicable if physical submission is required |
After completing the company registration in Nepal online process, companies must fulfill several compliance obligations to commence operations legally.
Companies must obtain a Permanent Account Number (PAN) from the Inland Revenue Department within fifteen days of registration. This tax identification number is mandatory for all financial transactions and tax compliance.
Registration with the Inland Revenue Office for Value Added Tax (VAT) is required if the company's annual turnover exceeds NPR 5,000,000 or if the company voluntarily opts for VAT registration.
Companies must register with the Social Security Fund within one month of hiring employees to provide social security benefits as mandated by the Social Security Act, 2074.
Opening a company bank account in the registered company name is necessary for capital deposit and business transactions. Banks require the company registration certificate, PAN certificate, and board resolution for account opening.
Companies must maintain statutory registers including the register of members, register of directors, and register of charges at the registered office as required by the Companies Act, 2063.
Annual return filing with the OCR is mandatory within six months of the financial year-end, accompanied by audited financial statements and annual general meeting minutes.
Tax return filing with the Inland Revenue Department must be completed annually by mid-December (Poush end) for the previous fiscal year ending mid-July (Ashad end).
Nepal's corporate law framework provides various investment vehicles for different business objectives and investor preferences through the company registration in Nepal online process.
| Investment Vehicle | Structure | Liability | Taxation | Best Suited For |
|---|---|---|---|---|
| Private Limited Company | Separate legal entity | Limited to share capital | Corporate tax at 25% | Small to medium businesses, startups, family businesses |
| Public Limited Company | Separate legal entity | Limited to share capital | Corporate tax at 25% | Large businesses, public offerings, stock market listing |
| Partnership Firm | Partnership agreement | Unlimited personal liability | Individual partner taxation | Professional services, small businesses |
| Sole Proprietorship | Individual ownership | Unlimited personal liability | Individual income tax | Individual entrepreneurs, small-scale businesses |
| Limited Liability Partnership | Hybrid structure | Limited liability | Pass-through taxation | Professional firms, service providers |
| Branch Office | Extension of foreign company | Parent company liable | Corporate tax at 25% | Foreign companies, market testing |
| Representative Office | Non-trading entity | Parent company liable | Not applicable | Market research, liaison activities |
The company registration in Nepal online process offers numerous advantages for business owners and investors operating in Nepal.
Legal Recognition and Separate Entity Status: Registered companies gain independent legal personality distinct from their owners, enabling them to own property, enter contracts, and conduct business in their own name.
Limited Liability Protection: Shareholders' liability is limited to their share capital contribution, protecting personal assets from business debts and obligations.
Perpetual Succession: Companies continue to exist regardless of changes in ownership or management, ensuring business continuity and stability.
Enhanced Credibility: Registration provides legitimacy and credibility with customers, suppliers, financial institutions, and government agencies, facilitating business relationships.
Access to Funding: Registered companies can raise capital through equity investment, bank loans, and institutional funding more easily than unregistered businesses.
Tax Benefits: Companies can claim various tax deductions, depreciation allowances, and incentives available under the Income Tax Act and Industrial Enterprises Act.
Transferable Ownership: Shares in registered companies can be transferred, sold, or inherited, providing flexibility in ownership structure and exit strategies.
Legal Protection: Registration provides legal recourse through courts and regulatory bodies for dispute resolution and enforcement of rights.
Government Contracts: Many government tenders and contracts require bidders to be registered companies, opening opportunities for public sector business.
Foreign Investment: Registered companies can attract foreign investment and technology transfer under the Foreign Investment and Technology Transfer Act.
Brand Protection: Company name registration provides exclusive rights to use the registered name, preventing unauthorized use by competitors.
Employee Benefits: Registered companies can offer formal employment, provident fund, and social security benefits, attracting skilled workforce.
What is the minimum capital required for company registration?
The minimum authorized capital for private limited company registration in Nepal is NPR 100,000, while public limited companies require minimum authorized capital of NPR 10,000,000 as specified under the Companies Act, 2063.
How can foreign investors register a company in Nepal?
Foreign investors must:
Where can I track my company registration application status?
Log into the OCR online portal at www.ocr.gov.np using your application reference number and registered email to track real-time application status, view processing stages, and receive official notifications throughout the registration process.
Can a single person register a private limited company?
Yes, a single person can register a private limited company in Nepal as both the sole shareholder and director, meeting the minimum requirement of one shareholder and one director under current company registration regulations.
What documents need digital signatures for online registration?
Why should I choose online company registration over manual process?
Online registration offers faster processing within five to seven days, eliminates physical office visits, provides real-time tracking, reduces documentation requirements, enables digital payment, and ensures transparent processing through the OCR portal.
How long is the name reservation valid?
The approved company name reservation remains valid for thirty-five days from the approval date, during which the applicant must complete the full registration process, otherwise the reserved name becomes available for other applicants.
What happens if my registration application is rejected?
The OCR notifies rejection reasons through the portal. Applicants can rectify deficiencies and resubmit the application within the specified timeframe or file a fresh application addressing the rejection grounds without losing the name reservation.
Our law firm in Nepal stands as Nepal's premier legal service provider for company registration and corporate law matters. We offer comprehensive assistance throughout the company registration in Nepal online process, from name reservation to post-registration compliance. Our experienced legal team provides expert guidance on company structuring, document preparation, regulatory approvals, and ongoing corporate compliance.
With our deep understanding of Nepali corporate law and extensive experience with the OCR online portal, we ensure smooth, efficient, and legally compliant company registration for domestic and international clients. Contact us for professional, reliable, and cost-effective company registration services in Nepal.
October 27, 2025 - BY Admin