Company Registration Basics

Who needs this?

• Anyone starting a private limited company in Nepal — one shareholder is enough, up to 101 are allowed
• Entrepreneurs who want a separate legal entity with limited liability, distinct from their personal assets
• Startups, tech companies, trading firms and service businesses that need a company bank account, contracts or investment
• Foreign investors, who also need Department of Industry approval and at least NPR 2 crore (20 million) of investment
• Anyone deciding between a simple sole proprietorship/firm and a private limited (Pvt. Ltd.) company

What documents do you need?

• Citizenship certificate copies of all proposed shareholders and directors (or passport copies for foreign shareholders)
• Recent passport-sized photographs of shareholders and directors
• Proposed company name (keep 2-3 options ready in case the first is already taken)
• Memorandum of Association (MoA / प्रबन्धपत्र) describing the company's objectives and capital
• Articles of Association (AoA / नियमावली) describing internal rules and management
• Details of authorized and issued/paid-up capital, and how many shares each shareholder will hold
• Registered office address details (ward, municipality/metropolitan, district)
• A working email address and mobile number to create the OCR portal account and receive updates
• For foreign investment, additional approvals (e.g. from the Department of Industry) may be required

How do you do it, step by step?

1. Decide your structure first: a sole proprietorship/firm is simpler and registered locally or at the Department of Cottage and Small Industries; a private limited company is registered at the Office of the Company Registrar (OCR) and gives limited liability. This guide covers a Pvt. Ltd. company.
2. Create an account on the OCR online portal (CAMIS) at camis.ocr.gov.np and log in.
3. Apply online for approval of the company name and objectives. Keep two or three backup names ready in case the first clashes with an existing company.
4. Once the name is approved, upload the Memorandum of Association (MoA) and Articles of Association (AoA), with citizenship copies and photos of every shareholder and director.
5. Pay the registration fee, which depends on your authorized capital (see the fee table).
6. OCR reviews the application. By law (Companies Act 2063, section 5) it must register the company within 7 days or tell you in writing within 3 days why it cannot.
7. Get the company's PAN. OCR's CAMIS portal can now provide the PAN with registration; otherwise apply on the IRD taxpayer portal at ird.gov.np.
8. Register for VAT within 30 days of starting taxable sales if you will cross NPR 50 lakh a year in goods or NPR 30 lakh in services, or if your sector requires it.
9. Register the business with your ward or municipality where your local government requires it, open a company bank account and deposit the paid-up capital.
10. Every year, file audited financial statements with OCR within 6 months of the fiscal year end (by the end of Poush), and the AGM return within 30 days of the AGM.

How much does it cost?

OCR registration fee for a private limited company, by authorized capital (official OCR schedule): up to NPR 1 lakh — NPR 1,000; 1–5 lakh — NPR 4,500; 5–25 lakh — NPR 9,500; 25 lakh–1 crore — NPR 16,000; then NPR 3,000 more for each further crore, from NPR 19,000 (1–2 crore) up to NPR 43,000 (9–10 crore); above 10 crore, NPR 30 per lakh. OCR's FAQ gives NPR 1 lakh authorized capital and NPR 1,000 as the minimum. These are government fees only; lawyer, notary and audit costs are extra. Late annual filing is fined from NPR 1,000 (paid-up capital up to NPR 25 lakh, up to 3 months late) rising to NPR 5,000 a year, and more for larger companies.

How long does it take?

The Companies Act requires OCR to register a company within 7 days of a complete application, or give written reasons within 3 days. In practice, applications with errors or a rejected name take longer, and OCR has reported a backlog of pending files. VAT registration is due within 30 days of starting taxable sales.

Common mistakes to avoid

• Choosing a company name too similar to an existing one or using restricted words, which gets it rejected
• Writing vague or copy-pasted objectives that do not match the business you plan to run
• Setting authorized capital without checking the fee band — moving from NPR 5 lakh to 5 lakh and 1 rupee doubles the fee from NPR 4,500 to NPR 9,500
• Confusing authorized, issued and paid-up capital
• Submitting blurry, expired or mismatched citizenship and photo documents
• Forgetting the annual OCR filing (audited accounts within 6 months of year end), which brings fines every year
• Missing the 30-day VAT registration deadline once sales cross the threshold
• Relying on unofficial agents who promise guaranteed approval, or sharing portal login details

Official sources

Before you go — your checklist

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