Private Company Registration in Nepal 2026 — Pvt Ltd Guide

The private limited company is the working horse of the Nepali economy. Roughly nine out of every ten companies on the Office of Company Registrar's CAMIS registry are private limited — the structure of choice for founders, family businesses, SMEs, professional services firms, and most wholly-owned FDI subsidiaries. The reason is structural: a Pvt. Ltd. takes one shareholder to form, has no statutory minimum capital at the Companies Act level, restricts share transfer so ownership stays inside the founding group, carries lighter governance load than a public company, and converts cleanly to public form when capital plans grow into a NEPSE listing.

This guide is the 2026 (2083 BS) deep dive on private company registration in Nepal — what the Companies Act 2063 (2006) actually requires for a Pvt. Ltd., the CAMIS five-step incorporation flow, the OCR fee slabs by authorized capital, the sector-specific paid-up capital floors that override the default, the post-registration stack (PAN, VAT, Ward Office, Share Lagat), and the conversion triggers that move a private company to public form whether the founders want it or not. For the broader comparison across all seven company types, read our types of companies in Nepal guide; for the umbrella CAMIS process across all forms, see the company registration in Nepal guide.

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What is a private limited company under Nepal law?

A private limited company is the entity defined in Section 2(b) of the Companies Act 2063 (2006) by three distinguishing features: it restricts the transfer of shares through provisions in the Articles of Association, it caps the number of shareholders at 101, and it is prohibited from issuing any public invitation for shares, debentures, or deposits. The name must end with the words "Private Limited" or the abbreviation "Pvt. Ltd." — the suffix is the easiest way to spot the form on a search of the OCR registry.

The structure is built for closely-held ownership. Shareholders cannot transfer shares freely the way a public-company shareholder can; the Articles typically require offer-to-existing-shareholders rights and board approval. There is no capital-raise lane through NEPSE — a Pvt. Ltd. that wants to list must first convert to public. There is also no statutory requirement to hold an Annual General Meeting unless the Articles provide for one, no Company Secretary requirement, no Independent Director requirement, and no separate OCR approval to commence business — the certificate of incorporation is sufficient to start trading.

Who can register a private company in Nepal?

Eligibility is generous. Any individual who has attained eighteen years of age and is of sound mind, and any corporate entity registered in Nepal or abroad, can incorporate or hold shares in a private limited company. A single individual can form the company in their own name (a "one-person company" in practice, although the Act simply treats it as a private company with one shareholder). Section 175 of the Companies Act 2063 disqualifies certain individuals from acting as directors — persons convicted of fraud or financial crime, undischarged insolvents, and persons of unsound mind. Disqualified persons can still be shareholders if they meet the residency and citizenship tests, but they cannot sit on the board.

Foreign individuals and foreign companies can be shareholders, subject to Department of Industry (DOI) approval under the Foreign Investment and Technology Transfer Act 2075 (2019). The DOI approval is taken before the OCR file is opened — the OCR registry will not accept a foreign-shareholder application without the DOI letter attached. For foreign-shareholder structures, see our FDI in Nepal guide.

What is the minimum capital for a private company in Nepal?

The Companies Act 2063 does not fix a statutory minimum paid-up capital for a private company. In practice, the OCR fee schedule starts at NPR 100,000 authorized capital, and most founders set authorized capital at NPR 100,000 unless a sector-specific floor pushes them higher. The practical minimum paid-up capital therefore reads as NPR 100,000.

Sector-specific paid-up capital floors override the default wherever they apply:

• General services and trading — no statutory minimum; NPR 100,000 paid-up by convention.
• Manufacturing — NPR 500,000 minimum paid-up under Industrial Enterprises Act 2076 (2020) thresholds.
• Banking and finance — sector-specific paid-up capital floors set by Nepal Rastra Bank; commercial bank licensing requires multi-billion-rupee capital that compels the public form, not the private.
• Insurance — sector-specific paid-up capital set by Nepal Insurance Authority, also typically compelling the public form.
• FDI subsidiaries — minimum foreign investment threshold under FITTA 2075 currently NPR 20 million per foreign investor, which the company's paid-up capital must reflect.

Authorized capital — the maximum capital the company is permitted to issue — drives the OCR registration fee. Most founders set authorized capital with headroom for future capital raises and pay the corresponding slab fee at incorporation rather than topping up later through a Memorandum amendment.

How is a private company registered on CAMIS?

OCR moved the full registration onto its CAMIS digital portal in Shrawan 2081 BS (mid-2024). The process is end-to-end online: name reservation, document upload, fee payment, and certificate issuance all run through camis.ocr.gov.np, and the certificate of incorporation carries a QR code for instant third-party verification.

Step 1 — Name reservation

The applicant creates a CAMIS account, submits the proposed company name in both English and Nepali, and selects the primary business objectives from the portal's predefined list. The name must end in "Pvt. Ltd.", cannot duplicate an existing name on the registry, cannot be a single word (Ramesh Pvt. Ltd. is rejected; Ramesh Traders Pvt. Ltd. is approved), cannot begin with restricted prefixes ("The", "Shree", "New", "Mero", "Hamro", "My", "Our"), and cannot suggest activities outside the OCR's permitted object list. Approval is typically 1–3 working days; once approved the reservation is valid for 35 days within which the full file must be lodged.

Step 2 — Memorandum and Articles preparation

The Memorandum of Association (MoA) declares the company name, registered address, objects, authorized capital, and subscriber details. The Articles of Association (AoA) set out the internal governance rules — share transfer restrictions, board composition, director duties, meeting procedures, and dividend policy. Both documents are drafted in compliance with the Companies Act 2063, signed by every shareholder on every page, notarised, and uploaded as PDFs through CAMIS. Two original signed sets are typically prepared.

Step 3 — Document submission and OCR review

The full document set is uploaded: signed MoA and AoA, citizenship copies of all shareholders and directors, passport-size photographs, the application form with witness details, any shareholder agreement, registered office lease agreement, and (where the shareholder is a corporate entity) the corporate resolution and registration documents of that entity. For foreign-shareholder files, the DOI approval letter is mandatory. OCR officers review for completeness and legal compliance over 3–7 working days, raising queries through the portal where corrections are needed.

Step 4 — Fee payment

Once OCR clears the review, the system generates a payment notice for the registration fee corresponding to the proposed authorized capital. Payment is made through eSewa, Khalti, or direct bank transfer integrated into the portal — no physical visit to a treasury counter is required.

Step 5 — Certificate of Incorporation

On successful payment the system issues the digitally signed Certificate of Incorporation with a unique QR code for verification. The certificate confirms the company's legal existence, its registration number, and the registered office address. Trading can commence from this date — no separate "commencement of business" approval is required for a private company (unlike a public company, which requires a separate OCR approval before commencement).

What is the OCR fee for private company registration?

The OCR registration fee for a private company is calculated on the proposed authorized capital and follows a slab structure under the Company Registration Rules 2064:

• Up to NPR 1,00,000 — NPR 1,000
• NPR 1,00,001 to 5,00,000 — NPR 4,500
• NPR 5,00,001 to 25,00,000 — NPR 9,500
• NPR 25,00,001 to 1,00,00,000 — NPR 16,000
• NPR 1,00,00,001 to 2,00,00,000 — NPR 19,000
• NPR 2,00,00,001 to 3,00,00,000 — NPR 22,000
• NPR 3,00,00,001 to 4,00,00,000 — NPR 25,000
• NPR 4,00,00,001 to 5,00,00,000 — NPR 28,000
• NPR 5,00,00,001 to 6,00,00,000 — NPR 31,000
• NPR 6,00,00,001 to 7,00,00,000 — NPR 34,000
• NPR 7,00,00,001 to 8,00,00,000 — NPR 37,000
• NPR 8,00,00,001 to 9,00,00,000 — NPR 40,000
• NPR 9,00,00,001 to 10,00,00,000 — NPR 43,000
• Above NPR 10,00,00,000 — NPR 43,000 plus NPR 30 for each additional NPR 1,00,000

Founders should size authorized capital at incorporation with headroom for projected fund-raises — every later increase requires a Memorandum amendment with its own incremental fee. Where the budget Finance Act of a fiscal year waives or simplifies these fees, the Gazette notification controls — verify the current month's notification before filing.

What documents are required for private company registration?

• Application for registration on the CAMIS portal with the approved name reservation reference.
• Memorandum of Association — two signed and notarised original sets.
• Articles of Association — two signed and notarised original sets.
• National ID (Citizenship Certificate) of every Nepali shareholder and director; passport for foreign shareholders.
• Recent passport-sized photographs of all shareholders and directors.
• Registered office lease agreement with landlord's consent letter and citizenship copy.
• Shareholder agreement, if any.
• Where any shareholder is a corporate entity: the corporate shareholder's registration certificate, MoA, AoA, and the board resolution authorising the share subscription.
• Where any shareholder is a foreign investor: the prior DOI approval under FITTA 2075.
• Application form with witness details and digital signature where applicable.

What happens after the certificate is issued — the post-registration stack

The Certificate of Incorporation gives the company legal existence, but a private company still needs three further registrations before it can transact, raise invoices, hire staff, or claim tax compliance.

• PAN registration at IRD — every company must obtain a Permanent Account Number from the Inland Revenue Department before the first transaction. PAN is filed through the IRD online portal supported by the Certificate of Incorporation, MoA, board minutes, shareholders' citizenship, and lease. PAN registration is free and typically issued in 3–5 working days.
• VAT registration — required where annual taxable turnover crosses the statutory threshold (currently NPR 2 million for goods, NPR 1 million for services), or where the company elects voluntarily. VAT is filed through IRD alongside or after PAN.
• Ward Office business registration — every business must register with the Ward Office of the registered address and pay the local business tax (typically NPR 5,000–15,000 per year depending on the municipality). Requires the Certificate of Incorporation, PAN, lease agreement, and citizenship.
• Share Lagat (shareholder register) — the company must prepare and certify the share register after registration and issue share certificates to subscribers. Although not always demanded at the registry counter, the share register is required for opening the corporate bank account and for any later capital-raise.
• Three-month compliance filing — under the Companies Act 2063, the company must file an initial compliance return at OCR within three months of incorporation confirming the registered address, directors, and share allotment.
• Audit appointment — required immediately for companies with authorized capital exceeding NPR 1 crore; smaller companies must appoint an auditor before the first AGM or before turnover crosses NPR 5 million.
• Social Security Fund (SSF) registration — required where the company hires its first employee; employer contributes 20% of basic salary and employee contributes 11%.
• Sector-specific licences — banking and finance (Nepal Rastra Bank), insurance (Nepal Insurance Authority), tourism and trekking (Ministry of Culture, Tourism and Civil Aviation), private hospitals (Ministry of Health), and food processing (Department of Food Technology and Quality Control) all require sector approvals separate from OCR registration.

How is a single-shareholder private company set up?

The Companies Act 2063 permits a single individual to incorporate and hold all shares in a private limited company. The "one-person" structure is mechanically the same as any other Pvt. Ltd. — one MoA, one AoA, one signature on every page. The sole shareholder typically serves as the sole director and chairperson. The Articles should provide for succession in the event of the sole shareholder's death (typically nominating an heir and a transition mechanism) and for board composition rules in case shareholders are added later.

Founders use the single-shareholder structure for solo consultancies, family-owned holding companies, and wholly-owned subsidiaries. The choice between a single-shareholder private company and a sole proprietorship registered at the local Ward Office is fundamental: the private company gives separate legal personality and limited liability; the sole proprietorship does not. For solo founders with material assets to protect, the private company is the safer structure even at the higher OCR fee.

What triggers conversion from private to public form?

Three events automatically convert a private company to public form under the Companies Act 2063:

• Shareholder count above 101 — whether through inheritance, share issuance, or accumulated transfers, the moment the shareholder count crosses 101 the company must convert to public limited within the prescribed window.
• Public-company ownership above 25% — if one or more public companies acquire more than 25% of the private company's shares, the company is automatically treated as a public company under Section 13 and must convert.
• Voluntary conversion — the shareholders may pass a special resolution at a General Meeting to convert to public form, typically as a pre-IPO step. The voluntary route is the most common path because the founders control the timing and the capital top-up to meet the NPR 10 million paid-up floor.

Conversion is filed at OCR with the special resolution, amended Memorandum and Articles, and the capital top-up evidence. The public form brings the heavier governance load — minimum 7 shareholders, 3–11 directors, mandatory Company Secretary, mandatory AGM, mandatory Independent Director on the board, audited disclosures, and (where listing follows) SEBON and NEPSE compliance.

Common reasons private company registration fails

• Name conflict or restricted prefix — the most common rejection ground; clears on a second name submission.
• Vague Memorandum objects — objects must be specific enough that OCR can confirm the sector and rule out restricted activities.
• Missing director citizenship or NID — the OCR registry will not accept the file without complete director identification.
• FDI shareholder without DOI letter — foreign-shareholder applications are returned at the registry counter without the prior DOI approval.
• Inconsistent name spelling between English and Nepali — typos and transliteration mismatches force a resubmission of the name reservation.
• Single-word company name — the OCR rejects single-word names regardless of trademark strength.
• Name reservation lapse — failure to lodge the full file within 35 days of name approval forces a fresh name-reservation application.

How does Alpine Law Associates handle a private company file?

Alpine Law Associates handles private company registration as a sequenced engagement covering structure advisory, name reservation strategy, MoA and AoA drafting that anticipates capital and shareholder changes for the first five years, the CAMIS file, DOI coordination for any foreign-shareholder element, and the full post-registration stack — PAN, VAT, Ward Office, Share Lagat, audit appointment, and SSF where applicable. We hold the company file alongside the related employment, IP, contract, and compliance work so the file does not move between counsel.

For founders planning to grow into the public form within 3–5 years, we draft the AoA and the shareholder agreement to anticipate the conversion (transfer restrictions that loosen on conversion, drag-along and tag-along clauses, anti-dilution protections) so the conversion later requires only the statutory steps and not a re-papering of the relationship.