The Office of Company Registrar in Nepal is the statutory authority responsible for company registration, regulation, and compliance under the Companies Act. This guide explains registration procedures, required documents, costs, timelines, and legal obligations for businesses in Nepal.
The Office of Company Registrar is the principal government authority in Nepal responsible for the registration, regulation, and supervision of companies operating within the country. Established under the Companies Act, 2063 (2006), this office functions as the central repository for all company-related information and documentation. The Office of Company Registrar maintains records of all registered companies, their directors, shareholders, and annual filings, ensuring transparency and accountability in Nepal's corporate sector.
The Office of Company Registrar operates under the Ministry of Industry, Commerce and Supplies and serves as the regulatory body that enforces compliance with company laws and regulations. Every company incorporated in Nepal must register with this office and maintain ongoing compliance throughout its operational life. The office has the authority to approve company formations, amendments to company structures, mergers, acquisitions, and dissolutions. It also monitors whether companies fulfill their statutory obligations including filing annual returns and financial statements.
The Office of Company Registrar plays a crucial role in promoting business development and protecting stakeholder interests in Nepal. By maintaining a comprehensive database of registered companies, the office facilitates business transactions, credit assessments, and legal proceedings. The office also provides public access to company information, enabling investors, creditors, and other interested parties to make informed decisions. Through its regulatory functions, the Office of Company Registrar contributes to creating a transparent and trustworthy business environment in Nepal.
Companies in Nepal must be registered at the Office of Company Registrar located in Kathmandu. The main office is situated at Tripureshwor, Kathmandu, and serves as the central registration authority for all types of companies throughout Nepal. This office accepts applications for new company registrations, amendments to existing companies, and various other corporate filings. The Office of Company Registrar operates during regular government office hours and provides both in-person and increasingly digital services for company registration and compliance.
For businesses operating outside the Kathmandu Valley, the Office of Company Registrar has established branch offices in various provinces to facilitate easier access to registration services. However, the primary registration and most significant corporate filings must still be processed through the main office in Kathmandu. The office has implemented an online portal to streamline the registration process, allowing applicants to submit preliminary applications and track their registration status electronically. This digital initiative has significantly reduced the time and effort required for company registration in Nepal.
The Office of Company Registrar works in coordination with other government agencies including the Inland Revenue Department, Department of Industry, and local municipal offices to ensure comprehensive business registration. Applicants can visit the office directly or engage legal professionals and company secretaries to handle the registration process on their behalf. For official information and online services, the Office of Company Registrar can be accessed through the Department of Industry's official portal at https://www.doind.gov.np.
The Office of Company Registrar operates under a comprehensive legal framework that governs company formation, operation, and dissolution in Nepal. These laws establish the powers, duties, and procedures that the office must follow in regulating companies.
Primary Laws and Regulations:
Visit the Office of Company Registrar or access the online portal to submit a name reservation application. The proposed company name must be unique, not identical or similar to existing registered companies, and must comply with naming guidelines. The office verifies name availability and approves or rejects the application within two working days of submission.
Draft the Memorandum of Association defining the company's objectives, authorized capital, and initial shareholders. Prepare the Articles of Association outlining internal management rules, director powers, shareholder rights, and operational procedures. Both documents must comply with the Companies Act requirements and be signed by all subscribers with witness attestation.
Complete the prescribed company registration form available at the Office of Company Registrar. Attach all required documents including Memorandum, Articles, citizenship certificates, photographs, and consent letters. Submit the complete application package to the registration counter along with the application processing fee as specified in the fee schedule.
Calculate and pay the registration fee based on the company's authorized capital as per the fee structure published by the Office of Company Registrar. Payment can be made through designated bank accounts or at the office counter. Obtain official payment receipts as proof of fee payment, which must be attached to the registration application.
After verification of documents and payment confirmation, the Office of Company Registrar issues the Certificate of Incorporation. This certificate serves as legal proof of the company's existence and includes the company registration number, date of incorporation, and official seal. The certificate is typically issued within seven working days of complete application submission.
Register with the Inland Revenue Department for Permanent Account Number within seven days of incorporation. Open a company bank account and deposit the minimum paid-up capital as required. Register with the Social Security Fund and obtain necessary business licenses from relevant authorities to commence operations legally.
The Office of Company Registrar requires comprehensive documentation to process company registration applications. Applicants must submit the following documents:
The Office of Company Registrar registers various types of companies based on their structure, ownership, and operational characteristics. Understanding these types helps entrepreneurs choose the appropriate business structure.
| Company Type | Minimum Shareholders | Minimum Capital | Liability | Key Features |
|---|---|---|---|---|
| Private Limited Company | 1–101 | NPR 100,000 | Limited | Most common structure; shares not publicly traded; suitable for small to medium businesses |
| Public Limited Company | Minimum 7 | NPR 10,000,000 | Limited | Can issue shares to the public; must list on stock exchange; higher compliance requirements |
| Company Limited by Guarantee | Minimum 2 | No minimum | Limited to guarantee | Non-profit oriented; members guarantee a fixed amount; commonly used for NGOs and associations |
| Unlimited Company | Minimum 2 | No minimum | Unlimited | Rare structure; shareholders personally liable for company debts without limit |
| Foreign Company Branch | Parent company | As per parent company | Parent company liable | Extension of a foreign company; must register within 30 days of starting operations in Nepal |
| Subsidiary Company | Minimum 1 | NPR 100,000 | Limited | Controlled by parent company through majority shareholding; separate legal entity |
| One Person Company | 1 | NPR 100,000 | Limited | Single-shareholder company; simplified compliance; suitable for solo entrepreneurs |
The Office of Company Registrar typically completes the company registration process within seven to fifteen working days from the date of complete application submission. Name reservation takes approximately two working days, while document verification and certificate issuance require five to seven working days. However, the actual timeline may vary depending on application completeness, office workload, and any clarifications required. Incomplete applications or those requiring additional documentation may experience delays beyond the standard processing time.
The Office of Company Registrar charges registration fees based on the company's authorized capital and type. Understanding these costs helps entrepreneurs budget appropriately for company formation.
Company Registration Fee Structure:
| Fee Component | Amount/Rate | Remarks |
|---|---|---|
| Name Reservation Fee | NPR 100 | Valid for 35 days from approval |
| Registration Fee (up to NPR 100,000 capital) | NPR 1,000 | Minimum registration fee |
| Registration Fee (NPR 100,001 to 1,000,000) | 0.5% of authorized capital | Calculated on total authorized capital |
| Registration Fee (NPR 1,000,001 to 10,000,000) | 0.4% of authorized capital | Reduced rate for higher capital |
| Registration Fee (above NPR 10,000,000) | 0.3% of authorized capital | Maximum rate for large companies |
| Memorandum and Articles Filing | NPR 500 | Per document filing fee |
| Certificate Issuance Fee | NPR 200 | For Certificate of Incorporation |
| Urgent Processing Fee | 50% additional | If expedited service requested |
| Amendment Fee | NPR 500 - 2,000 | Varies by amendment type |
| Annual Return Filing Fee | NPR 2,000 - 5,000 | Based on company size |
After obtaining the Certificate of Incorporation from the Office of Company Registrar, companies must fulfill several ongoing compliance obligations to maintain their legal status and good standing.
Mandatory Post-Registration Obligations:
Registration with the Office of Company Registrar provides numerous legal, financial, and operational advantages that facilitate business growth and protect stakeholder interests.
Key Benefits of Company Registration:
The Office of Company Registrar is the government authority responsible for registering and regulating companies in Nepal under the Companies Act, 2063. It maintains company records, ensures compliance, and issues certificates of incorporation for all types of companies operating in Nepal.
Step 1: Name reservation - 2 working days
Step 2: Document preparation - 3-5 days
Step 3: Application submission - 1 day
Step 4: Verification process - 3-5 days
Step 5: Certificate issuance - 1-2 days
The main Office of Company Registrar is located at Tripureshwor, Kathmandu, Nepal. It operates under the Ministry of Industry, Commerce and Supplies and serves as the central registration authority for all companies throughout Nepal.
Yes, foreigners can register companies in Nepal by obtaining approval from the Department of Industry under the Foreign Investment and Technology Transfer Act. Foreign investors must comply with sector-specific investment restrictions and minimum investment requirements prescribed by law.
Registration fees range from NPR 1,000 to 0.3% of authorized capital depending on company size. Additional costs include name reservation (NPR 100), document filing (NPR 500), and certificate issuance (NPR 200). Total costs vary based on company capital and structure.
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February 01, 2026 - BY Admin