Company Registration Process in Nepal

Starting a business in Nepal requires a clear understanding of the legal steps involved in company registration. This blog offers an in-depth look into the process of company registration in Nepal under the CompaniesAct 2063, covering the types of companies, required documentation, legal compliance, and government fee structures. Whether you're a local entrepreneur or a foreign investor, this guide will help you navigate the registration process smoothly.

Types of Companies in Nepal as per the Companies Act 2063

The Company Act 2063 has classified companies into four major types:

• Public Company

• Private Company

• Profit Not Distributing Company

• Foreign Company

Each type has specific legal requirements and implications for capital, reporting, and shareholder responsibilities.

Step-by-Step Guide: How to Register a Company in Nepal

1. Reservation of Company Name at the Office of the Company Registrar (OCR)

The first step of company registration in Nepal is the reservation of the company’s name in the online portal of OCR. The company’s name should not clash with any other registered companies. After the name approval, we can initiate the further process of company registration.

Tip: The company name must not violate existing trademarks or registered names. You can check availability on OCR’s online portal before submission.

2. Submission of Required Documents

These documents are essential for completing the company registration in Nepal via OCR’s official platform.

Note: Documents should be digitally uploaded to the OCR portal, and hard copies may be required upon further request.

3. Authentication by the Company Registrar's Office

The OCR will review the submitted materials. The staff must either submit more documents or make the necessary revisions if there is a discrepancy in the details or if there are no documents.

Recent update: OCR now provides online tracking of registration progress and email/SMS notifications for any required changes or deficiencies.

4. Payment of Registration Fee

Following the review and validation of the proposed company's documentation, the staff is required to pay the government-mandated fees according to the authorized capital. The amount of the government fee is determined by a company's authorized capital. Private and public companies in Nepal pay different company registration fees.

Private Company Registration Fee:

Public Company Registration Fee:

5. Issuance of Company Registration Certificate

A company registration certificate will be issued by OCR upon the submission and verification of the necessary paperwork and the payment of the government fees for company registration.

This certificate legally establishes the company as a recognized entity under Nepalese law.

6. Tax Registration at the Inland Revenue Office (IRO)

A PAN number must be obtained after obtaining a certificate attesting to the company's registration. The Permanent Account Number, or PAN for short, is the official method of paying taxes and VAT at the Inland Revenue Department.

PAN registration is mandatory for all companies before initiating any commercial transactions.

What Comes Next: Post-Registration Compliance

Company compliance is the next step after registration of a company in the Office of the Company Registrar.

The term "company compliance" describes how closely a company operates by the applicable laws, rules, and industry standards. It entails making sure that a business's policies, processes, and procedures comply with these standards in order to reduce the risk of non-compliance and the repercussions that come with it.

Required Post-Registration Formalities in Nepal

After the registration of the company, it has to comply with the post-registration process. They are:

• Registration of business at the local level

• Obtaining a PAN certificate from the Inland Revenue Office

• Opening a bank account

• Additional approval or licenses for the business (if required)

Registration of Business at the Local Level

Business registration at the sub-national level in Nepal is normally done at the ward level by obtaining a "Ward Registration" or "Local Municipality Registration" from the concerned municipal or rural ward office. An application form with all documents, such as the citizenship certificate of the owner, passport-sized photos, proof of address, and business details like name and type, should be submitted for it. It may also require a business blueprint or recommendation letter from the municipality. A nominal fee may be charged according to the business type and size. Upon approval, the municipality issues a certificate, allowing the business to legally operate within its jurisdiction and abide by local regulations. After being registered in OCR, the company is to be registered at the respective local level.

Documents required for registration at the local level:

1. Application

2. Company Registration Certificate

3. Citizenship of all shareholders

4. MOA (Memorandum of Association)

5. AOA (Articles of Association)

6. Rental contract

7. Tax clearance receipt for the rented house

8. Minute

PAN Registration at Inland Revenue Office

To be registered for a PAN, one has to visit the nearest IRO. Fill out the PAN registration form prescribed by the portal of IRO, with proper details: name, address, type of business, and financial information.

Documents required:

• A citizenship certificate for individuals

• A company registration certificate

• A business operation certificate for businesses

• Recent passport-sized photographs

Submit the form along with the aforementioned documents to the IRO. After verification, the office issues a unique PAN, essential for tax compliance. PAN registration is mandatory for businesses and individuals engaged in taxable activities, enabling smooth financial transactions and tax record management in Nepal. The Inland Revenue Department (IRD) regulates the registration procedure for Permanent Account Numbers (PANs) in Nepal through specific statutes. The Nepal Income Tax Act of 2002 (2058) establishes the legal framework for mandatory PAN possession.

Documents required for registration at the Inland Revenue Office:

1. Application

2. MOA (Memorandum of Association)

3. AOA (Articles of Association)

4. Company registration certificate by the company registrar

5. Registration certificate by Ward

6. Rental contract

7. Land ownership document

8. Documents sent by the company registrar

9. Minute

10. Citizenship of all shareholders

Ensuring Compliance: First and Annual Requirements

First Compliance

A company shall send the following information to the OCR within 3 months after being registered. The company shall provide the prescribed information in a prescribed format as per law:

• Registered address of the company

• Appointment of an auditor for the fiscal year

• Share registry

• Director’s Declaration

Annual Compliance

A company shall conduct an AGM (Annual General Meeting) within a year of its incorporation date. Yearly submission of the report of AGM is to be submitted to the OCR in order to update the company.

The company shall provide the following information to the OCR:

• AGM minutes at OCR

• Audit Report at OCR

• Appointment of auditor for the next fiscal year

Women entrepreneurs get a boost: no registration fees for female-led businesses

In a progressive move to empower women, the Government of Nepal, through the fiscal year 2081/82 (2025/26) budget, has announced a complete waiver of company registration and renewal fees for businesses registered under a woman's name. This includes name reservation, document verification, issuance of the company registration certificate from OCR, and even local-level registration and renewal charges. The initiative aims to encourage more women to start formal businesses by removing financial barriers. This new rule applies to all sectors and is a significant step toward gender-inclusive entrepreneurship in Nepal.

A Transparent Legal Roadmap for Businesses in Nepal

The steps, therefore, for company registration in Nepal are well-set: name reservation, submission of documents, payment of a registration fee, the issuance of a registration certificate, and then tax registration. For the operation to be smooth without any penalties, the requirements set by the Company Act 2063 and other legal frameworks have to be met. The companies are required to satisfy certain post-incorporation formalities, such as registration at the sub-national level, getting a PAN, and ensuring annual compliance. Such procedures not only establish an enterprise as a legal entity but also contribute to gaining stakeholders' confidence through transparency and accountability in the affairs of the company.