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Company Registration in Nepal (2026): CAMIS Process, Fees & Capital

Company Registration in Nepal (2026): CAMIS Process, Fees & Capital
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Registering a company in Nepal in 2026 is faster than most founders expect — and slower than the websites promising "two-day registration" suggest. The Office of Company Registrar (OCR) has moved the entire process to its CAMIS digital portal since Shrawan 2081 BS (mid-2024), so name reservation, document upload, fee payment and certificate issuance now run online. Done well, a clean private-limited file clears in seven to fourteen days. Done badly — wrong company name, mismatched MoA objects, missing director NID — and the same file stalls for weeks.

This guide is the 2026 (2083 BS) view of company registration in Nepal: the CAMIS process step by step, the OCR fee slabs from NPR 1,000 to NPR 43,000 and beyond, the capital and shareholding rules under the Companies Act 2063 (2006), the document set the registrar will refuse to open the file without, and the post-registration compliance — PAN, VAT, Department of Industry, sectoral licences — that converts a registered company into an operational one. Whether you are forming a private limited, a public limited, a foreign branch, or a single-shareholder company, this is the file your lawyer will work from.

Quick answer — Company registration in Nepal (2026):

  • Governing law: Companies Act 2063 (2006); administered by the Office of Company Registrar (OCR).
  • Portal: CAMIS — camis.ocr.gov.np — fully online since Shrawan 2081 BS.
  • Minimum capital: NPR 100,000 paid-up for a private limited; no statutory minimum for public unless sector-specific.
  • Registration fee: NPR 1,000 for capital up to NPR 1 lakh; up to NPR 43,000 at NPR 10 crore; slab continues with NPR 30 per NPR 1 lakh above NPR 10 crore.
  • Timeline: 7–14 days for clean private-limited files; 21–30 days for public, foreign branch, or liaison.
  • Post-registration: PAN/VAT at IRD, ward-office business registration, sectoral licences (DOI for industry, NRB for finance, DOIB for media).

Alpine Law Associates — Nepal Bar Council-registered corporate-law team handling 1,000+ company incorporation, FDI structuring, and post-registration compliance files for clients in Kathmandu and abroad.

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What is company registration in Nepal in 2026?

Company registration is the formal incorporation of a legal entity under the Companies Act 2063 (2006) at the Office of Company Registrar (OCR). The OCR is the central registering authority under the Ministry of Industry, Commerce and Supplies, and has fully digitised the process via the CAMIS portal (camis.ocr.gov.np) since Shrawan 2081 BS. Once incorporated, a company is a separate legal person — capable of owning property, entering contracts, suing and being sued, and continuing in existence independent of its shareholders.

Registration is the first compliance event in a longer sequence. A registered company is not yet a tax-paying entity, a VAT-collecting entity, or a sector-licensed entity. Those registrations follow at the Inland Revenue Department, the relevant municipality, and the sectoral regulator. Treating OCR registration as the end point — rather than the start — is the most common founder error. Foreign-investment companies have an additional first step: approval from the Department of Industry under the Foreign Investment and Technology Transfer Act (FITTA) 2075 before OCR incorporation.

What types of companies can you register in Nepal?

The Companies Act 2063 recognises seven categories. Choose the structure before drafting the Memorandum, not after.

  • Private limited company. The default founder vehicle. Minimum 1 shareholder (single-shareholder private limited is permitted), maximum 101 shareholders, restriction on share transfer, no public share offer. Most Nepali start-ups, services firms, and small-to-mid trading companies use this form.
  • Public limited company. Minimum 7 shareholders, no upper cap, share transfer free, public share offer permitted. Used for companies that intend to raise capital from the public, list on the Nepal Stock Exchange, or operate in regulated sectors (banking, insurance) where public-limited form is mandated.
  • Single-shareholder company. A simplified private-limited variant with one shareholder. Useful for solo founders, holding companies, and consultancy practices where the owner does not want a co-shareholder structure.
  • Profit-not-distributing company (Section 166). A non-profit corporate form for social-purpose activities. Profits cannot be distributed to members; income must be applied to the company's stated objects.
  • Holding and subsidiary company. Standard parent-subsidiary structure recognised under the Act for group companies.
  • Foreign company — branch. A foreign-incorporated company opening a branch in Nepal must register with OCR after Department of Industry approval. The branch carries on the same business as the parent.
  • Foreign company — liaison office. A non-trading representation that may not earn revenue in Nepal. Used for market exploration and parent-company support work; subject to OCR registration plus sectoral approvals (NRB clearance where finance-related).

Step-by-step CAMIS company registration process in Nepal

  1. Choose company type and prepare the Memorandum and Articles. Decide private vs public, draft the Memorandum of Association stating the principal object, share capital structure, and registered office, and the Articles of Association covering board composition, share transfer mechanics, and shareholder meetings.
  2. Reserve the company name on CAMIS. Submit up to three preferred names through the CAMIS portal. The OCR checks each against existing registrations and trademark conflicts. An approved name reservation is valid for 35 days from the date of approval — the file must be completed within that window or the name reservation lapses.
  3. Upload the document set and pay the registration fee. Upload the Memorandum, Articles, citizenship and NID copies of all shareholders and directors, witness citizenship copies, and any authority letters. Pay the OCR registration fee through CAMIS based on the authorised capital slab.
  4. Document scrutiny by OCR. The registrar verifies the documents, checks the Memorandum object for sectoral compliance, and may issue queries through CAMIS. Queries are resolved by re-uploading corrected documents.
  5. Certificate of incorporation issued electronically. On approval, the certificate is issued through CAMIS with a QR-verifiable digital signature. The certificate is the legal proof of incorporation and the date of the company's coming into existence.
  6. PAN registration at Inland Revenue Department. Within 30 days of incorporation, register the company for a Permanent Account Number at the IRD. Without PAN, the company cannot open a bank account, raise an invoice, or hire employees on the books. See our PAN registration guide.
  7. Local government registration. Register the company's place of business with the relevant municipality / rural municipality where the registered office sits. Some municipalities require this before issuing a trade-related operating clearance.
  8. Sectoral licence. Banking and finance — Nepal Rastra Bank; manufacturing and industry — Department of Industry; online media — DOIB; telecom — NTA; pharmacy — DDA. Licence type and conditions depend on the principal object.

Documents required for company registration in Nepal

The CAMIS portal will not accept the application until the document set is complete. Missing documents are the single largest cause of delay, not OCR review time.

  • Memorandum of Association — principal object, registered office, authorised and paid-up capital, share class structure, signed by all subscribers.
  • Articles of Association — board composition, director powers, share transfer mechanics, AGM and EGM procedures, dividend declaration rules.
  • Citizenship certificate of every shareholder (front and back, original for inspection, copies uploaded to CAMIS).
  • National ID (NID) number of every shareholder — mandatory under CAMIS since 2081 BS.
  • Citizenship certificate of two witnesses to the subscribers' signatures on the Memorandum.
  • Recent passport-size photographs of all directors.
  • Authority letter where one shareholder signs on behalf of another.
  • Foreign-investment file: Department of Industry FDI approval letter, foreign shareholder's passport copy, and (where the foreign shareholder is a corporate entity) certified incorporation documents from the home jurisdiction.
  • Branch / liaison office: foreign parent's certificate of incorporation, charter documents, board resolution authorising the Nepal office, and a power of attorney appointing the country manager.

Capital and shareholding rules under the Companies Act 2063

Authorised capital is the maximum capital the company can issue under its Memorandum. Issued capital is what has been allotted to shareholders; paid-up capital is what shareholders have actually paid in. The OCR fee is calculated on authorised capital, not paid-up. For most private limited companies the working pattern is authorised NPR 1 lakh, issued NPR 1 lakh, paid-up NPR 1 lakh — the simplest structure and the cheapest fee.

Where the founder anticipates rapid capital raises, registering at a higher authorised capital up front saves a later capital-increase amendment at OCR (which costs both fees and amendment time). A common Series-Ready structure is authorised NPR 1 crore with paid-up at the regulatory minimum, allowing the company to issue additional shares to investors without re-amending the Memorandum. Foreign-investment companies have separate minima under FITTA — the standard minimum FDI threshold sits at NPR 2 crore, though sectoral exemptions exist for service businesses and IT.

How long does company registration take and what does it cost?

For a clean private limited file with two Nepali shareholders, the realistic timeline is 7–14 days from name reservation to electronic certificate. The breakdown: name reservation 1–3 days, document upload and fee payment same day, OCR scrutiny 3–7 days, query resolution if any 1–3 days, and certificate issue same day on approval. Public limited registrations typically take 21–30 days because of the additional shareholder count and prospectus-like document scrutiny. Foreign-branch and liaison files run longer because the Department of Industry approval precedes OCR registration.

Total government cost depends on the authorised capital. A NPR 1-lakh authorised private-limited pays NPR 1,000 in OCR fees. A NPR 1-crore authorised company pays NPR 16,000. Add a few hundred rupees for stamp paper and notary, plus PAN registration which is free at IRD. Professional engagement charges are separate and depend on scope — fixed for clean Nepali-only files, milestone-billed for FDI structuring or sector-licensed entities.

Foreign company registration — branch and liaison office

Foreign-incorporated companies have two recognised forms in Nepal: a branch office (revenue-generating, same business as parent) and a liaison office (representative, non-revenue-generating). Branch registration requires Department of Industry approval under FITTA 2075 followed by OCR registration. Liaison offices have a lighter approval at the relevant sectoral regulator (Nepal Rastra Bank for finance-related work, Ministry of Communication for IT) and a separate OCR filing.

Both forms require the foreign parent's certificate of incorporation, charter documents (articles, by-laws), a board resolution authorising the Nepal office and the appointed country manager's particulars, and a power of attorney to the country manager. All foreign documents require apostille or embassy attestation in the parent's jurisdiction and authentication by the Ministry of Foreign Affairs in Kathmandu before OCR will accept them. The attestation chain commonly takes longer than the OCR file itself, so foreign founders should start it before drafting the Memorandum.

Post-registration compliance — what happens after the certificate?

The OCR certificate is the start of the compliance calendar, not the end. Within thirty days of incorporation, register the company for PAN at the Inland Revenue Department; without PAN, the company cannot operate a bank account, raise an invoice, or hire staff on the books. VAT registration follows where the company's projected turnover crosses the statutory threshold or where the sector mandates VAT regardless of turnover. Local government registration with the relevant municipality is required wherever the company maintains a physical place of business.

Sectoral licences depend on the Memorandum object: a manufacturing company needs Department of Industry registration; a finance, micro-finance or remittance company needs Nepal Rastra Bank licensing; an online news portal needs DOIB registration (see our online media registration guide); a telecom or ISP needs NTA licensing. The annual cycle then begins: AGM within six months of fiscal year-end, audited financial statements, annual return filing at OCR, and corporate tax return filing at IRD. For end-to-end ongoing compliance see our company compliance services.

Common reasons company registration applications get rejected

  • Name conflict. The proposed name resembles an existing company, conflicts with a registered trademark, or contains restricted words ("Bank", "Insurance", "Government") without sectoral pre-approval. Rejection is at name-reservation stage; refile with an alternative.
  • Memorandum object too narrow or too wide. Objects that read "all lawful business" without sectoral specifics get queried; objects so narrow they miss the actual business activity force amendment within months. The right pattern: principal object specific, ancillary objects broad.
  • Shareholder NID missing. CAMIS now requires NID for every shareholder. Older founders without NID must register one before file submission.
  • Authorised vs paid-up mismatch. Paid-up capital exceeding authorised capital, or paid-up below the sectoral minimum, is rejected at scrutiny.
  • FDI file without DOI approval. Foreign-shareholder companies submitted to OCR without prior Department of Industry FDI approval are rejected at scrutiny. The DOI file precedes OCR.
  • Foreign documents without attestation chain. Branch and liaison office files often arrive with notarised but un-apostilled / un-embassy-attested charter documents. Re-attestation adds 4–6 weeks.

How can Alpine Law Associates help with company registration in Nepal?

Alpine Law Associates handles company registration as a sequenced engagement that ends at operational readiness, not at the OCR certificate. Our corporate team covers structure advisory (private vs public, single-shareholder vs multi-shareholder, holding-subsidiary), Memorandum and Articles drafting calibrated to the planned business activity, name search and reservation through CAMIS, document chain preparation including foreign-shareholder attestation chains, FDI approval at the Department of Industry where applicable, the OCR file itself, and the post-registration stack — PAN, VAT, local government registration, and sectoral licences.

For founders planning a Series-Ready structure, we draft the authorised-capital architecture and a shareholder agreement template that anticipates investor entry. For NRN founders abroad, we run the entire engagement remotely with a power-of-attorney chain that satisfies CAMIS upload requirements. As a full-service law firm in Nepal with corporate, tax and dispute teams, we hold the company file alongside its later contracts, IP, employment and compliance work without you switching counsel.

Speak with our lawyers today →

Last reviewed: April 2026

Frequently Asked Questions

A clean private limited company file in Nepal takes 7–14 days from CAMIS name reservation to electronic certificate of incorporation. Public limited registrations take 21–30 days. Foreign branch and liaison office registrations run longer because Department of Industry approval precedes OCR registration. Most delays come from missing NID, name conflicts, or incomplete Memorandum objects — not OCR review time.

The minimum paid-up capital for a private limited company in Nepal is NPR 100,000 in most sectors. Public limited companies have no statutory minimum unless a sectoral law mandates one (banks, insurers, finance companies have higher minima set by Nepal Rastra Bank or Insurance Regulatory Authority). Foreign-investment companies have separate FITTA minima — the standard threshold sits at NPR 2 crore with sectoral exemptions for IT and service businesses.

The OCR registration fee is calculated on authorised capital. Up to NPR 1 lakh — NPR 1,000. Up to NPR 5 lakh — NPR 4,500. Up to NPR 25 lakh — NPR 9,500. Up to NPR 1 crore — NPR 16,000. The slab continues up to NPR 43,000 at NPR 10 crore authorised capital, then increases by NPR 30 per NPR 1 lakh. Public limited companies start at NPR 15,000.

Yes. The OCR's CAMIS portal at camis.ocr.gov.np runs the full registration online since Shrawan 2081 BS — name reservation, document upload, fee payment, query resolution, and electronic certificate issuance. Physical visits to OCR are not required for the registration itself; a printed certified copy of the certificate can be obtained later if needed for banking or third-party verification.

Required documents are: Memorandum of Association, Articles of Association, citizenship certificate and National ID of every shareholder, citizenship of two witnesses to the Memorandum signatures, photographs of directors, authority letter where one shareholder signs for another, and — for FDI files — Department of Industry approval letter and the foreign shareholder's certified incorporation documents.

The Companies Act 2063 recognises seven types: private limited (default founder vehicle), public limited (for capital from the public and stock-exchange listing), single-shareholder company (solo founders), profit-not-distributing company (Section 166 non-profit), holding and subsidiary company, foreign branch office, and foreign liaison office. Most start-ups and SMEs use the private limited form.

Yes. The Companies Act 2063 permits a single-shareholder private limited company. One individual can incorporate, hold all shares, and act as the sole director. Useful for solo founders, holding companies, and consultancy practices. The minimum paid-up capital and OCR fee structure are the same as a multi-shareholder private limited; only the shareholder count changes.

Foreign-investment companies require Department of Industry approval under FITTA 2075 before OCR incorporation. The DOI file establishes the FDI quantum, sectoral permissibility, and shareholding structure; the OCR file then incorporates the entity. Foreign-parent documents (certificate of incorporation, board resolution, power of attorney) require apostille or embassy attestation and Ministry of Foreign Affairs authentication before CAMIS will accept them.

Authorised capital is the maximum capital the Memorandum permits the company to issue. Issued capital is what the company has actually allotted to shareholders. Paid-up capital is what shareholders have actually paid. The OCR fee is calculated on authorised capital, not paid-up. A common Series-Ready pattern is authorised NPR 1 crore, issued and paid-up at the regulatory minimum, allowing later investor allotments without a Memorandum amendment.

Yes. Within 30 days of OCR incorporation, the company must register for a Permanent Account Number at the Inland Revenue Department. Without PAN, the company cannot open a bank account, raise an invoice, hire employees on the books, or comply with tax filings. PAN registration is free of charge and can be filed online through IRD's portal alongside VAT registration where applicable.

Companies in Nepal must file an annual return at OCR within six months of the fiscal year-end (Poush-end / mid-January typically). The annual return covers shareholding changes, director changes, and key financial information from the audited statements. Companies above the audit threshold must also file audited financial statements with the annual return. Failure to file attracts late fees and, for repeated default, administrative action including company strike-off.

Yes. A name change is a Memorandum amendment requiring a special resolution at an Extraordinary General Meeting and an OCR amendment filing through CAMIS. The new name must clear the same name-conflict and trademark checks as the original. Process takes 7–14 days. The amended certificate carries the new name; existing contracts, PAN, and bank accounts must be updated separately.

Yes. The Companies Act 2063 recognises holding-subsidiary structures. A holding company can be private or public, and its primary business is holding shares in subsidiary companies. The Memorandum object should expressly include holding investments in subsidiaries. Holding-subsidiary structures are common for group companies and useful for investment-protection structuring, with appropriate FDI compliance where foreign shareholders are involved.

OCR raises queries through CAMIS rather than outright rejecting; the founder addresses the query by re-uploading corrected documents within the name-reservation window (35 days from name approval). Common queries are name conflicts, vague Memorandum objects, missing NID, and FDI files without DOI approval. If the 35-day window lapses, the name reservation expires and the file restarts with a fresh name-reservation application.

CAMIS name reservation is generally approved within 1–3 working days once submitted with the required objects, Nepali transliteration and applicant credentials. Approval can be same-day where the name is clean and the objects match the predefined list; rejections take longer because OCR adds query comments the applicant must address before resubmitting. Once approved, the reservation is valid for 35 days, within which the full incorporation file must be lodged or the name lapses.

Authorized capital is the maximum capital a company is permitted to issue under its Memorandum — and the figure on which the OCR registration fee is calculated. Issued capital is the portion of authorized capital actually offered to shareholders. Paid-up capital is the portion of issued capital actually received from shareholders in cash or kind. The Companies Act 2063 requires the paid-up capital to be subscribed on incorporation, and any subsequent increase in authorized capital requires a Memorandum amendment.

Yes. A single-shareholder private limited company is permitted under the Companies Act 2063. The single shareholder serves as the sole subscriber to the Memorandum and Articles, holds 100% of the shares, and acts as the sole director. The structure is widely used by founders forming a solo consultancy, family-owned business, or wholly-owned subsidiary. The Articles must provide for board composition and succession in the event of the sole shareholder's death.

The Memorandum of Association (MoA) is the constitutional document of the company — it declares the company name, registered address, objects (the business the company is permitted to undertake), authorized capital, and subscriber details. The Articles of Association (AoA) set out the internal governance rules — share transfer mechanics, board composition, director duties, meeting procedures, and dividend policy. Both documents are drafted in compliance with the Companies Act 2063 and uploaded as part of the CAMIS file.

Yes. Foreign investors must obtain Department of Industry (DOI) approval under the Foreign Investment and Technology Transfer Act 2075 (2019) before the OCR will register a foreign-shareholder company. The DOI assesses sectoral eligibility (the negative list), minimum-investment thresholds, and source-of-funds compliance. Once DOI approval is granted, the company is registered on CAMIS in the normal way, and Nepal Rastra Bank approval is then required for the inward remittance of share capital.

Sector-specific licences are required separately from OCR registration. Banking and finance need Nepal Rastra Bank approval; insurance needs Nepal Insurance Authority; capital markets need SEBON; hydropower needs Department of Electricity Development; travel and tourism need the Ministry of Culture, Tourism and Civil Aviation; private hospitals need the Ministry of Health; education needs the Ministry of Education. Restricted sectors on the FITTA negative list are wholly closed to foreign investment regardless of company registration.

Every company must hold its first Annual General Meeting within one year of incorporation and subsequent AGMs within six months of fiscal year-end. Audited financial statements and annual returns must be filed with OCR through CAMIS by the deadline, typically end-Poush of the following fiscal year. Tax returns and audited accounts must be filed with Inland Revenue Department. Failure to file accumulates statutory penalties and can result in OCR striking the company off the register.

A public limited company under Section 2(c) of the Companies Act 2063 must have minimum paid-up capital of NPR 10,000,000 (one crore) and at least seven shareholders with no upper limit. Sector-specific paid-up capital floors apply to regulated industries — banking, insurance, hydropower, and capital-markets entities carry higher statutory minimums set by their sector regulators, well above the Companies Act floor.

CAMIS replaced the legacy OCR portal in Shrawan 2081 BS (mid-2024). The differences in practice: the entire file is digital from name reservation to certificate issuance, no physical document submission to the registry counter; the registration certificate carries a QR code for instant third-party verification; the fee payment is integrated into the portal through eSewa, Khalti, and bank-transfer rails; OCR query comments are routed through the portal rather than over the counter; and the post-registration certificate is downloaded immediately on successful fee payment rather than collected in person.

The Companies Act 2063 expects a registered company to commence business activity. A registered company that remains dormant must still file annual returns and audited accounts on time; failure to do so accumulates penalties and exposes the company to OCR strike-off. To formally pause activity, the company may file a dormancy declaration through CAMIS. To wind up, the company follows the voluntary liquidation route under the Companies Act, including notice to creditors and final OCR de-registration after liquidator's report.

Yes. Alpine Law Associates handles the full pipeline as a single sequenced engagement: structure advisory, Memorandum and Articles drafting, name reservation through CAMIS, document chain preparation, FDI approval at Department of Industry where applicable, the OCR file, and the post-registration stack — PAN, VAT, local government registration, and sectoral licences. We hold the company file alongside contracts, IP, employment, and compliance work. Speak with our lawyers today →

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This article is intended solely for informational purposes and should not be interpreted as legal advice, advertisement, solicitation, or personal communication from the firm or its members. Neither the firm nor its members assume any responsibility for actions taken based on the information contained herein.

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