The Company Act, 2063 is the governing law for the registration of companies in Nepal. The Office of the Company Registrar (OCR) is a governmental authority responsible for governing the registration of companies.

Types of Companies

Under the Company Act 2006 (2063), Companies are classified into the following types:

Public Company

Public companies can raise funds from the general public by issuing securities such as shares, bonds, or debentures. A Public Limited company must have a minimum of 7 shareholders with no maximum limit and a minimum paid-up capital of NPR 1 crore.

Private Company

Private Companies are those whose number of shareholders can start from 1 but cannot exceed more than 101. They are restricted from inviting the general public to share subscriptions.

Profit Not Distributing Company (PNDC)

PNDC is a company that is incorporated with the explicit condition of not distributing to its members. They require at least 5 promoters for registration.

Procedure of Company Registration

The following procedures must be followed for registering the company in Nepal. Following these procedures, a new company can get registered within 5-10 days.

Step 1: Reservation of Company Name at OCR

Verify the availability of the desired company name from the Company Registrar's website at ocr.gov.np. Fill out the form on the webpage, create a Username/Password and check if your desired company name is already in use or not.

Step 2: Submission of Documents at the Online Portal of OCR

After the company name is reserved, log onto the Company Registrar's website, fill in the required information, and upload the original scan copy of necessary documents including Application for Registration, AOA, MOA, and Notarized citizenships of promoter and shareholders.

Step 3: Submission of Physical Hard Copy of Documents at OCR

Prepare a properly documented file with all necessary paperwork, including Memorandum of Association and Article of Association (prepared as per Company Act 2063), Application for company registration, and documents of the Director and Shareholders.

Step 4: Review of the Documents Submitted to the OCR

The submitted documents are thoroughly reviewed by the OCR to verify the company's objectives, signatures of the shareholders, and conformity with the Company Act 2063.

Step 5: Issuance of Company Registration Certificate

If the registration is successful, then the OCR issues a Certificate of Company Registration to ensure the company's legal registration.

Step 6: Issuance of PAN/VAT No. Reservation Letter

The OCR provides a letter with a reserved PAN/VAT number which is to be presented for the company to get their Tax registration.

Step 7: Tax Registration at Inland Revenue Office

Fill out the PAN/VAT registration online form from the taxpayer portal of IRD's website. Download the finalized form and submit it to the concerned tax office.

Step 8: Registration at the Local Government Offices

The company is also required to be registered at its Local Government Ward Office.

Required Documents for Company Registration

• Application for Registration
• Memorandum of Association (MOA)
• Article of Association (AOA)
• Notarized citizenship (or passport in case of foreign promoter)
• Shareholder's Agreement (if any)
• Copy of certificate of registration and other registration documents of the company in case a corporate entity is a shareholder/investor
• Resolution of the shareholder if the shareholder is some other corporate
• Copy of prior approval from the DOI in case the shareholder is a foreign investor

Government Fee for Company Registration in Nepal

Government Fee is charged based on the authorized capital of the company.

1. Government Fee for a Private Company

S.No.	Authorized Capital (In NPR)	Registration Fee (In NPR)
1	Up to 1 Lakh	1,000
2	1 Lakh to 5 Lakhs	4,500
3	5 Lakhs to 25 Lakhs	9,500
4	25 Lakhs to 1 Crore	16,000
5	1 Crore to 2 Crores	19,000

2. Government Fee for a Public Company

S.No.	Authorized Capital (In NPR)	Registration Fee (In NPR)
1	Up to 1 Crore	15,000
2	1 Crore to 10 Crores	40,000
3	10 Crores to 20 Crores	70,000
4	20 Crores to 30 Crore	1,00,000
5	30 Crores to 40 Crores	1,30,000
6	40 Crores to 50 Crores	1,60,000

Business Specific Approval/Licenses

If the certain business is related to bank and financial institutions, hydropower, travel & trekking business, hospitals etc. they are required to get additional approvals or licenses for the commencement of their business activities.