One person company registration in Nepal allows a single entrepreneur to run a fully incorporated business without needing a partner. The structure is governed by the Companies Act, 2063 (2006), and it was made possible by the Companies (First Amendment) Act, 2074, which reduced the minimum number of promoters for a private company from two to one.
In simple terms, one person can now hold 100% of the shares, act as the sole director, and still enjoy limited liability. As a result, solo founders in trading, IT, consulting, e-commerce, and services are increasingly choosing this model over informal business setups.
This guide explains the legal basis, eligibility, step-by-step process, costs, compliance duties, and the key differences between an OPC and a sole proprietorship. Everything is presented in plain language, so the right decision can be made with confidence.
What Is a One Person Company in Nepal?
A one person company (OPC) is a private limited company with exactly one shareholder. It is a separate legal entity. Therefore, the owner's personal assets remain protected from business debts and lawsuits.
The following features define the structure:
- Single shareholder – 100% ownership is held by one natural person (or one corporate body).
- Separate legal identity – The company can own property, sign contracts, and sue or be sued in its own name.
- Limited liability – Losses are limited to the invested capital.
- Perpetual succession – The company continues to exist even if the owner changes or passes away.
- "Private Limited" suffix – The company name must end with "Pvt. Ltd." in both English and Nepali.
Moreover, simplified governance rules apply. For instance, a model Articles of Association (AOA) can be adopted, which reduces drafting time and cost.
Legal Framework for One Person Company Registration in Nepal
The table below summarizes the laws that govern a single shareholder company in Nepal.
| Law / Regulation | Authority | What It Covers |
|---|---|---|
| Companies Act, 2063 (2006) | Office of Company Registrar | Incorporation, governance, annual compliance |
| Companies (First Amendment) Act, 2074 | Office of Company Registrar | Single-member private company provisions |
| PAN Registration Rules | Inland Revenue Department | Tax identification and income tax filing |
| VAT Act, 2052 (1996) | Inland Revenue Department | VAT registration and invoicing |
| Local Government Operation Act, 2074 | Municipality / Rural Municipality | Trade license and local registration |
| Labor Act, 2074 (2017) | Labor Office | Employment duties |
| Social Security Act, 2075 | Social Security Fund | Employee contribution registration |
| Foreign Investment and Technology Transfer Act, 2019 | Department of Industry | Foreign ownership approval |
Furthermore, a 2025 ordinance introduced helpful changes. For example, Non-Resident Nepalis (NRNs) are now permitted to act as company promoters. Additionally, shares can be issued for intellectual property and services, and ESOP frameworks have been formalized.
A new Companies Act, 2083 is also under drafting as a complete replacement of the 2063 Act. Therefore, entrepreneurs are advised to monitor legislative updates through the OCR website.
Who Can Register a One Person Company in Nepal?
The eligibility rules are straightforward. A one person company in Nepal can be formed by:
- Any natural person who is legally competent (aged 18 or above).
- A corporate body, which may hold 100% of the shares in a private company.
- Foreign individuals or companies, provided foreign investment approval is obtained first.
- NRNs, who may now act as promoters under the 2025 amendment.
However, certain regulated sectors require additional licenses. For example, banking, insurance, microfinance, and securities businesses must obtain prior approval from Nepal Rastra Bank or SEBON. Similarly, manufacturing units need environmental clearance and industry registration.
Step-by-Step One Person Company Registration Process in Nepal
The entire OPC registration in Nepal is completed online through the CAMIS portal. Each stage is explained below.
Step 1: Reserve the Company Name
Firstly, a unique company name is reserved through camis.ocr.gov.np. Three proposed names are submitted in both English and Nepali.
The name must not duplicate an existing company or trademark. Approval is usually granted within 1 to 3 working days. Moreover, the approved name must be registered within its validity period (generally treated as 90 days).
Step 2: Draft the MOA and AOA
Secondly, the Memorandum of Association (MOA) and Articles of Association (AOA) are prepared.
The MOA must state:
- The company name and registered office address
- Business objectives (kept broad for future flexibility)
- Authorized and paid-up capital
- The sole shareholder's name and shareholding
The AOA can follow the OCR's model format. Consequently, drafting time is reduced significantly for a single member company.
Step 3: File the Application on CAMIS
Thirdly, the incorporation application is filed online. Company details, capital information, and the shareholder's details are entered. Documents are uploaded, and the government fee is paid electronically.
The OCR then examines the filing. If queries are raised, they must be answered promptly. Common objections include unsigned MOA pages or a mismatch between the English and Nepali names.
Step 4: Receive the Registration Certificate
Once approved, the company registration certificate is issued electronically. The one person company is now a separate legal person. This stage typically takes 7 to 10 working days in total.
Step 5: Complete PAN Registration
After incorporation, PAN registration is completed with the Inland Revenue Department. In practice, the PAN is often generated automatically through the integrated OCR–IRD system, but verification is still recommended.
Step 6: Register for VAT and Open a Bank Account
VAT registration becomes mandatory when annual turnover exceeds NPR 5 million for goods (NPR 2 million for services). Most growing OPCs cross this threshold quickly.
A corporate bank account is then opened. The bank will request the registration certificate, MOA/AOA, PAN certificate, and the share register.
Step 7: Obtain the Municipal Trade License
Finally, a trade license is obtained from the local municipality where the business operates. This license is renewed annually.
Documents Required for One Person Company Registration in Nepal
| Document | Purpose | Copies |
|---|---|---|
| Name reservation approval | Proof of approved name | 1 |
| MOA and AOA | Constitutional documents | 1 set (original) |
| Application form (Schedule 1) | Formal incorporation request | 1 |
| Citizenship copy of the shareholder | Identity verification | 1 |
| Passport-size photos | CAMIS profile | 1 |
| Office rental agreement / ownership proof | Registered address | 1 |
| Declaration by the sole shareholder | Single-member confirmation | 1 |
| Passport, visa, FDI approval (foreign owner) | Foreign investment proof | 1 each |
Cost and Timeline Overview
| Item | Estimate |
|---|---|
| Name reservation fee | Approx. NPR 100 – 500 |
| Registration fee (capital up to NPR 1 lakh) | NPR 1,000 |
| Practice-standard paid-up capital | NPR 1,00,000 |
| Professional drafting + filing cost | Typically NPR 20,000 – 45,000 |
| Incorporation timeline | 7 – 10 working days |
| PAN registration | 1 – 3 working days |
| Municipal trade license | 3 – 7 working days |
Note: Government fees follow capital slabs and may be revised. The figures reflect current practice.
One Person Company vs Sole Proprietorship in Nepal
This is the most common comparison made by solo founders. The table below shows the practical differences.
| Factor | One Person Company | Sole Proprietorship |
|---|---|---|
| Legal status | Separate legal entity | No separate entity |
| Liability | Limited to invested capital | Unlimited (personal assets at risk) |
| Registration authority | OCR (CAMIS portal) | Ward office / municipality |
| Ownership transfer | Shares can be transferred | Business dies with the owner |
| Credibility with banks & clients | High | Low |
| Compliance burden | Audit, AGM, annual return required | Minimal |
| Suitability | Growth-focused businesses | Very small, informal trades |
Clearly, the OPC offers stronger protection and credibility. However, compliance duties are heavier. Therefore, founders who expect loans, investors, or corporate clients usually prefer the OPC structure.
Post-Registration Compliance for a One Person Company
Compliance must not be ignored, because penalties apply under the Companies Act, 2063.
Annual Company Compliance
- A board meeting must be held at least once every three months (resolutions may be passed in lieu of a physical meeting for single-director companies).
- An annual general meeting or a written resolution is required each year.
- The annual return must be filed with OCR within 30 days of the AGM.
- A statutory audit is mandatory for every company, regardless of size.
- Audited financial statements must be submitted within six months of the fiscal year end.
Tax Compliance
- Income tax returns are filed annually.
- TDS must be deducted on salaries, rent, and contractor payments.
- VAT returns are filed on the assigned schedule.
- A tax clearance certificate should be renewed yearly for tender eligibility.
Penalties for Non-Compliance
Failure to hold an AGM can attract fines up to NPR 25,000, with additional daily penalties. Furthermore, late annual return filing can cost up to NPR 50,000. Therefore, a compliance calendar should be maintained from day one.
Foreign Ownership in a One Person Company
Foreign individuals and companies can own 100% of a private company in Nepal, including a single-shareholder structure. However, prior approval from the Department of Industry (DOI) under FITTA, 2019 is required.
Key conditions are summarized below:
- Minimum foreign investment is generally NPR 20 million for most sectors.
- Capital must be injected through a Nepali bank as equity.
- Approval must be obtained before registration at OCR.
- Profit repatriation is permitted after taxes are paid.
Moreover, no local partner is required in permitted sectors. Consequently, many international brands enter Nepal through a wholly-owned subsidiary.
Common Mistakes to Avoid
Several errors repeatedly delay one person company registration in Nepal:
- Overly narrow MOA objectives – Future business lines cannot be added without amendment.
- Name inconsistencies – English and Nepali names must match exactly.
- Ignoring VAT thresholds – Late registration causes penalties and lost input credits.
- Missing the trade license – Municipal inspections can halt operations.
- Skipping annual compliance – Fines accumulate quickly and can affect banking and tenders.
These problems can be prevented when the filing is handled by a licensed corporate lawyer. Furthermore, professional preparation reduces OCR queries and shortens the overall timeline.
Why Choose Attorney Nepal Pvt Ltd
At Attorney Nepal Pvt Ltd, company incorporation is handled end-to-end by experienced corporate lawyers. The following services are provided under one roof:
- Name reservation, MOA/AOA drafting, and CAMIS filing
- PAN, VAT, and TDS registration
- Municipal trade license processing
- Foreign investment approval (DOI/IBN)
- Annual compliance, audit coordination, and tax filing
Call to Action: Begin your one person company registration in Nepal today. Contact Attorney Nepal Pvt Ltd for a free consultation and a fixed, transparent fee quote.
Disclaimer
This blog is published for general educational purposes only. It does not constitute legal advice. Laws, fees, and procedures in Nepal may change over time. For advice tailored to your specific situation, please consult a licensed attorney at Attorney Nepal Pvt Ltd. No attorney-client relationship is created by reading this content.
References
- Office of the Company Registrar (OCR), Nepal — https://ocr.gov.np
- CAMIS Online Registration Portal — https://camis.ocr.gov.np
- Inland Revenue Department, Nepal — https://ird.gov.np
- Department of Industry, Nepal — https://doi.gov.np
- Investment Board Nepal — https://ibn.gov.np
- Nepal Investment Guide 2024 (IBN) — https://ibn.gov.np
- Companies Act, 2063 (2006) — Nepal Law Commission — https://lawcommission.gov.np
- Social Security Fund, Nepal — https://ssf.gov.np
- Securities Board of Nepal (SEBON) — https://sebon.gov.np
- World Bank — Nepal Economic Data — https://www.worldbank.org
Questions
What is a one person company in Nepal?
A one person company is a private limited company owned by a single shareholder. It has a separate legal identity and provides limited liability protection under the Companies Act, 2063.
Is one person company registration in Nepal legally allowed?
Yes. The Companies (First Amendment) Act, 2074 reduced the minimum promoters for a private company from two to one. As a result, a single individual can now incorporate a private company.
What is the minimum capital for a one person company in Nepal?
The Companies Act does not fix a strict statutory minimum. However, NPR 1,00,000 paid-up capital is the amount followed in practice for private company registration.
How long does OPC registration take?
The process typically takes 7 to 10 working days after name approval, provided all documents are accurate.
Can a foreigner register a one person company in Nepal?
Yes, 100% foreign ownership is permitted in most sectors. However, prior approval from the Department of Industry under FITTA, 2019 is required, and a minimum investment threshold (generally NPR 20 million) applies.
What is the difference between an OPC and a sole proprietorship?
An OPC is a separate legal entity with limited liability, while a sole proprietorship has unlimited liability and no separate identity. The OPC offers better credibility, banking access, and continuity.
Is audit mandatory for a one person company in Nepal?
Yes. A statutory audit is mandatory for every company in Nepal, regardless of size or turnover.
Can an OPC be converted into a private company with multiple shareholders?
Yes. Shares can be transferred or new shareholders can be added through a share transfer and OCR filing. The OPC simply becomes a standard private limited company.
What annual filings are required for a single member company?
An AGM (or written resolution), an annual return to OCR within 30 days of the AGM, audited financial statements, and income tax returns must be filed each year.
What is the government fee for OPC registration?
For authorized capital up to NPR 1,00,000, the registration fee is NPR 1,000. Higher capital slabs attract higher fees.
This article is for general informational purposes only and does not constitute legal advice. For advice on your specific situation, please contact Attorney Nepal directly.
