How to Register a Company in Nepal | Company Registration in Nepal

Written by Golden Duck

Jun 15, 2022

June 15, 2022

The registration of company in Nepal is governed by the Companies Act 2006 (2063) (“Companies Act”).

The Office of Company Registrar (“OCR”) is the competent authority to govern the company registration. 
This article mainly covers the registration process of Company in Nepal.

Types of companies under Companies Act

Under the Companies Act, the following types of companies can be registered: Private company, Public company and Profit not distributing company.
The basic difference between public companies and private companies are the ability to raise the fund from the general public. Public companies can raise the fund from the general public by issuing securities such as shares, bonds or debentures. However, the private companies are restricted from collecting the fund by offering the shares in such a manner. Similarly, a public company should have minimum of 7 shareholders with no maximum limit. However, the maximum number of shareholders of a private company cannot exceed more than 101.Similarly, 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.

Procedure of Registration of Company:

The following provides the steps for registration of a company:
  Step 1: Reservation of company name at the OCR
  Step 2: Submission of physical copy of documents at OCR
  Step 3: Examination of submitted documents by OCR
  Step 4: Issuance of company registration certificate BY OCR
  Step 5: Tax Registration (VAT/PAN) at the Inland Revenue Office 

Time required for registration:

Total time required for registration of a new company is 5 to 7 days.

Documents required for registration of Company:

Following are the documents required for the company registration:

 S.N.DocumentsNumber of Copies
1.Application for registration1  set original
2.Memorandum of association and articles of association of the proposed company2 sets original each
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) if the shareholder is company.1 copy
6.Corporate resolution of the shareholder if the shareholder is a company1 copy
7.Copy of prior approval of the DOI  in case the shareholder is a foreign investor1 copy

Minimum amount of investment:

S.N.Company TypeAmount ( in NPR)
1.Public Company 1,00,00,000
2.Private Company1,00,000

Government fee:

Government fee is charged based on the proposed authorized capital of the company.

Government Fee For A Private Company:

  S.N.Amount of Authorized Capital ( in NPR)Registration Fee ( in NPR)
1.Up to 1,00,0001,000
2.1,00,001 to 5,00,0004,500
3.5,00,001 to 25,00,0009,500
4.25,00,001 to 1,00,00,00016,000
5.1,00,00,001 to 2,00,00,00019,000
6.2,00,00,001 to 3,00,00,00022,000
7.3,00,00,001 to 4,00,00,00025,000
8.4,00,00,001 to 5,00,00,00028,000
9.5,00,00,001 to 6,00,00,00031,000
10.6,00,00,001 to 7,00,00,00034,000
11.7,00,00,001 to 8,00,00,00037,000
12.8,00,00,001 to 9,00,00,00040,000
13.9,00,00,001 to 10,00,00,00043,000
14.10,00,00,000 and above30 for each 1,00,00,000

Government Fee For A Public Company

  S.N.Amount of Authorized Capital ( in NPR)Registration Fee ( in NPR)
1.Up to 1,00,00,00015,000
2.1,00,00,001 to 10,00,00,00040,000
3.10,00,00,001 to 20,00,00,00070,000
4.20,00,00,001 to 30,00,00,0001,00,000
5.30,00,00,001 to 40,00,00,0001,30,000
6.40,00,00,001 to 50,00,00,0001,60,000
7.Above 50,00,00,0003000 for each 1,00,000

Business specific approval/licenses:

Certain regulated businesses related to bank and financial institutions, hydropower, travel and trekking businesses, hospitals etc. are subject to additional approvals or licenses for the commencement of their business activities.

Tax Registration:

Every company is required to obtain a PAN or VAT Registration certificate from Inland Revenue Department prior to the commencement of its business depending on the value of the annual transaction of the business.
Disclaimer: This article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.



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