Online Company Registration in Nepal 2026: OCR Portal Guide

Company registration in Nepal moved to a fully online portal at the Office of the Company Registrar (OCR) several years ago. The OCR portal at ocr.gov.np handles every stage of the process — name reservation, memorandum and articles upload, director and shareholder details, fee payment, scrutiny, and issuance of the certificate of incorporation. The shift to online has compressed what was historically a multi-week process to a few days for a clean private-limited filing, with the time still measured in weeks for public-company incorporations and foreign-investment-aligned applications.

This guide is the practitioner's walkthrough of the online company registration process in Nepal in 2026 (2083 BS) — the seven steps from name reservation to certificate, the documents you need at each step, the typical timeline, and the post-incorporation registrations (PAN, VAT, SSF, sectoral licences) that have to follow before commercial operations begin. For form selection (private vs public vs profit-not-distributing) see our types of companies pillar and the focused three-form comparison.

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Our corporate team processes incorporations through the OCR portal across the standard private-limited form, the public-limited form, the One Person Company variant, profit-not-distributing companies, and foreign-investment-led incorporations under FITTA 2075. The most common operational mistake we see at first consultation is starting the OCR filing without first locking down the post-incorporation plan — companies that incorporate without planning the PAN, VAT, sectoral licensing and bank-account-opening sequence often find themselves with a certificate of incorporation but unable to commence commercial operations for additional weeks. Counsel runs the OCR filing in parallel with the post-incorporation prep so the entity is operational immediately on incorporation.

Step 1 — Name reservation at the OCR portal

The first OCR step is name reservation. The portal provides a name-search facility against the OCR database of existing and reserved names. The proposed name must not be identical to or deceptively similar to an existing name, must not include restricted words (Bank, Insurance, NRB, Government, Royal, etc.) without sectoral approval, must end in the appropriate company-form suffix (Pvt. Ltd. for private limited, Public Ltd. for public, etc.), and must not violate trademark or sectoral naming rules.

Once a candidate name is identified, the user submits the name reservation request through the portal with proposed name, intended business activities, promoter details and the OCR fee. OCR review takes 1-2 working days typically; on approval, the name is reserved for the applicant for a defined period (within which the rest of the incorporation must be completed). Names with regulated terms (banking, financial, insurance, telecom, securities) require sectoral pre-approval before OCR will reserve.

Step 2 — Memorandum and Articles preparation

The Memorandum of Association (MoA) sets out the constitutional charter of the company — name, registered office address, objects (the lawful business activities the company will undertake), authorised share capital, and the liability clause (limited by shares, limited by guarantee, or unlimited). The Articles of Association (AoA) set out the internal governance rules — share-transfer restrictions, board composition, AGM and EGM procedures, dividend rules, capital alteration procedures, and the rights of different share classes where applicable.

Drafting the MoA and AoA is the highest-leverage stage of the incorporation. Errors here surface only when the company tries to do something that the constitutional documents do not authorise — issue new shares, undertake an activity beyond the registered objects, transfer shares to a non-shareholder, declare dividends in a particular pattern. Counsel drafts the MoA and AoA to the Companies Act 2063 format with the specific commercial requirements of the founders baked in. Standard templates are available through the OCR portal but are typically too generic to support active commercial operations.

Step 3 — Promoter, shareholder and director details

The OCR filing requires details of every promoter, shareholder and director. Citizenship cards (or passports for foreign promoters), passport-size photographs, signature samples, residential addresses, professional details, and the nature and extent of holding (number of shares, percentage of authorised capital). For directors, additional declarations on absence of disqualification (insolvency, conviction, court orders against directorship) are required. The Companies Act 2063 sets minimum director requirements — 2 for private limited (1 for OPC), 3 for public limited with independent-director rules above asset thresholds.

For foreign promoters, the documentation requirements expand under the Foreign Investment and Technology Transfer Act 2075 (FITTA 2075). Foreign-investor documents include passports, board resolutions of any foreign corporate investor, no-objection certificates from the home jurisdiction in selected categories, and the FITTA approval (or notification, depending on the sector and amount) from the Department of Industry. Foreign investment also requires NRB notification for the inward remittance of investment funds. The full foreign-investment framework is in our FDI guide.

Steps 4 and 5 — Document upload and fee payment

The completed MoA and AoA, the promoter and shareholder details, the director declarations, the registered office proof (rental agreement or property document), and the supporting ID documents are uploaded to the OCR portal in the prescribed formats. The portal validates document completeness and format compliance at upload; missing documents and format errors return immediate prompts for correction.

The OCR fee is calculated on the authorised capital of the company under the OCR fee schedule. The fee structure is progressive — small authorised capital attracts modest fees, larger authorised capital attracts higher fees. The fee is paid through the portal's online payment gateway (bank transfer or supported digital payment methods); on payment, the application moves to OCR scrutiny. Underpayment of the fee blocks scrutiny until the deficiency is paid.

Steps 6 and 7 — OCR scrutiny and certificate of incorporation

OCR scrutiny is the substantive review of the application. The OCR officer reviews the MoA and AoA for compliance with the Companies Act 2063, checks that the promoter and director details are complete and consistent, validates the registered office documentation, and confirms that the sectoral pre-approvals (where required) are in place. Where the application is in order, the certificate of incorporation issues — typically within a few working days of completed scrutiny.

Where the OCR officer raises queries — typographical inconsistencies, missing declarations, unclear object clauses, sectoral-approval gaps — the application returns to the applicant with the queries identified. Resolution typically requires uploading additional documents or amending the MoA/AoA, then resubmission. Each round of queries adds a few days to the timeline. Counsel pre-empts most query rounds by ensuring the initial submission is complete and correctly formatted; the cost of the upfront work is materially lower than the cost of multiple resubmission rounds.

Post-incorporation registrations — PAN, VAT, SSF, sectoral

The certificate of incorporation creates the legal entity but does not by itself enable commercial operations. The post-incorporation registrations have to follow. Permanent Account Number (PAN) at the Inland Revenue Department is required for any tax-registered entity and for opening the bank account; the IRD portal handles PAN registration online with the certificate of incorporation, MoA, AoA, and director KYC. Value Added Tax (VAT) registration is required where turnover crosses the IRD threshold or where the founders elect to register voluntarily (often for B2B operations where customers expect VAT-registered suppliers).

Social Security Fund (SSF) registration is required where the company will hire employees — the SSF Act requires employer contributions on behalf of all employees in covered sectors. Sectoral licensing applies where the business is in a regulated sector — banking and financial services (NRB), insurance (Beema Samiti), telecoms (NTA), tourism (Department of Tourism), education (Ministry of Education), health (Ministry of Health). The bank account opening at a commercial bank requires the certificate of incorporation, MoA, AoA, PAN certificate, and director KYC; without the bank account, the company cannot transact at scale.

Why retain counsel for online company registration?

Counsel adds value at three points. First, the form-and-name selection — choosing the right company form (private vs public vs profit-not-distributing vs OPC), the right name (search and reservation strategy), and the right structuring of authorised capital. Second, the MoA and AoA drafting — the constitutional documents are the highest-leverage paperwork in the company's life; defects surface only later when they prevent commercial action. Third, the parallel post-incorporation work — coordinating PAN, VAT, SSF, sectoral licensing and bank account opening so the company is operational on day one of the certificate.

Alpine Law Associates handles online company registration end-to-end. We coordinate OCR filing, post-incorporation registrations, sectoral licensing where applicable, and bank account opening. We also handle the foreign-investment-aligned incorporations under FITTA 2075 with the Department of Industry approval and NRB notification work. As a full-service law firm in Nepal we coordinate corporate work with the related employment, IP, regulatory, tax and dispute-resolution practice areas. Speak with our lawyers today →.

Last reviewed: April 2026