E-Commerce Business Registration Process in Nepal

E-commerce, short for electronic commerce, refers to the buying and selling of goods and services over the internet. It has transformed the way businesses operate and how consumers shop, providing convenience, speed, and global accessibility. With just a few clicks, customers can browse products, compare prices, make payments, and have items delivered to their doorstep.

E-commerce encompasses various models, including business-to-consumer (B2C), business-to-business (B2B), consumer-to-consumer (C2C), and even government-to-business (G2B). Popular platforms like Amazon, eBay, and Alibaba have revolutionized retail by offering diverse products and streamlined user experiences.

Beyond retail, e-commerce plays a key role in digital services, subscription-based content, online banking, and more. Its growth is driven by advancements in technology, mobile internet access, and secure online payment systems. Moreover, the COVID-19 pandemic significantly accelerated e-commerce adoption worldwide.

Despite its many advantages, e-commerce also faces challenges such as cybersecurity threats, digital fraud, logistics issues, and the digital divide. Nonetheless, it continues to evolve rapidly, shaping the future of commerce and creating new opportunities for entrepreneurs and consumers alike.

Where can you register an e-commerce company in Nepal ?

Nepal's primary authority for registering an e-commerce company is the Office of the Company Registrar (OCR), operating under the Ministry of Industry, Commerce, and Supplies. This office oversees the legal registration and formation of companies, including those operating online businesses.

1. Office of the Company Registrar (OCR)

Central authority for business registration in Nepal. Main office in Tripureshwor, Kathmandu, with online services via ocr.gov.np. Companies can be registered as sole proprietorships, partnerships, or private limited companies.

2. Online Registration Portal

OCR provides an online system for name reservation and application submission, reducing paperwork and simplifying the process.

3. One Stop Service Center (OSS)

Located at the Department of Industry. Designed for foreign investors to facilitate faster registration, licensing, and approvals.

4. Ward Offices

May be involved for verifying local address details or issuing recommendation letters, especially for sole proprietorships.

5. Inland Revenue Department (IRD)

Mandatory for PAN/VAT registration after company formation. Enables legal tax compliance for online transactions.

6. Nepal Rastra Bank (NRB)

Required for businesses with foreign investment or intending to operate international payment systems.

7. Department of Commerce

E-commerce platforms may require trade licenses or specific sectoral permits depending on the nature of the goods/services offered.

Steps of Company Registration in Nepal

• Reservation of company name at the company registration office.
• Submission of documents
• Authentication by the company registrar's office.
• Payment of registration fee
• Issuance of Company registration certificate.
• Tax registration at the Inland Revenue Office.

1. Reservation of company name at the company registration office.

The first step of company registration 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.

2. Submission of documents

These are the relevant documents that are to be submitted to OCR.

• Application
• MOA
• AOA
• Citizenship / NID in case of Nepali and Passport in case of Foreigner.
• Prior approval or license from relevant authority (If required)
• Copy of approval of DOI (In case of a foreign investor)
• Power of attorney.

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.

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

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.

6. Tax registration at the Inland Revenue Office.

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.

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.

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 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 in respective Local level.

The documents required for registration at the local level are as follows:-

1. Application
2. Company Registration Certificate
3. Citizenship
4. MOA (Memorandum of Association)
5. AOA (Articles of Association)
6. Rental contract
7. Tax clearance receipt of the rented house
8. Minutes

Registration of PAN at Inland Revenue Office.

To be registered for a PAN, one has to visit the nearest IRO. Fill out the PAN registration form prescribe 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, and 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.

After being registered at OCR and the ward office, the next stop for registration is the Inland Revenue Office. The documents required for registration at the Inland Revenue Office are as follows:-

1. Application
2. MOA (Memorandum of Association)
3. AOA (Articles of Association)
4. Company registration certificate by Company Registrar
5. Registration certificate by Ward
6. Rental contract
7. Land ownership document
8. Documents sent by Company Registrar
9. Minutes
10. Citizenship of all shareholders

Documents required for company registration in OCR.

1. Company registration application form
2. Memorandum of Association (MoA)
3. Articles of Association (AoA)
4. Consent letters from all proposed directors
5. Copies of citizenship certificates or passports of all shareholders and directors
6. Recent passport-sized photographs of all shareholders and directors
7. No Objection Letter from the respective authority (if any director is a government employee)
8. Rental agreement or ownership document of the company’s registered office
9. Bank statement showing the deposit of share capital
10. Power of Attorney (if someone else is submitting the application on behalf of the company)
11. Resolution of the foreign company’s board (for foreign investors)
12. Recommendation letter from the Investment Board of Nepal (for large investments)
13. Approval from Nepal Rastra Bank (for foreign investments)

For e-commerce specific requirements

1. Domain registration certificate
2. Website or mobile app details
3. Payment gateway integration plans
4. Data protection and privacy policy documents

Services provided by Alpine to set up an e-commerce platform

1. Company Name Reservation Service

Before registering a company, entrepreneurs must reserve a unique name for their business through the Office of the Company Registrar (OCR). This process ensures that no other company is operating under the same or a confusingly similar name. The name can be reserved online via OCR’s official portal, making the initial step convenient and efficient.

2. Document Preparation and Drafting Service

Preparation of essential legal documents is a critical part of company registration. This includes the drafting of the Memorandum of Association (MoA) and Articles of Association (AoA) in accordance with the Company Act, 2063. Professionals or legal service providers often assist in preparing these documents to avoid errors and ensure compliance with Nepalese law.

3. Online Submission and Application Filing

Once the documents are ready, they must be submitted electronically through the OCR’s online portal. This service simplifies the registration process by allowing applicants to fill out application forms, upload documents, and track their application status from anywhere, reducing the need for physical visits.

4. Verification and Review Service by OCR

The Office of the Company Registrar reviews all submitted applications to check for compliance, accuracy, and completeness. The verification process ensures that all legal requirements are met, including proper signatures, objectives of the company, and share structure. Applicants may be required to respond to queries or resubmit corrected documents if discrepancies are found.

5. Government Fee Payment Facilitation

After the application is approved, applicants must pay the registration fee based on the company’s authorized capital. Payment services, both online and in-person, are available to facilitate timely submission of these fees, which vary depending on the type and size of the company being registered.

6. Issuance of Company Registration Certificate

Once the documents are verified and the fees are paid, the OCR issues a Company Registration Certificate. This certificate legally recognizes the company as a separate legal entity in Nepal. It serves as an essential document for opening a bank account, applying for licenses, and conducting business activities.

7. PAN/VAT Registration at the Inland Revenue Office

Following company registration, businesses must register for a Permanent Account Number (PAN) and, if applicable, Value Added Tax (VAT) at the Inland Revenue Department. These services are crucial for tax compliance and are mandatory for companies intending to conduct taxable transactions within Nepal.

8. Local Level Business Registration Service

Businesses are also required to register at the local municipality or ward office. This service is necessary for acquiring a local business operation certificate, which allows the company to legally operate within its jurisdiction and ensures compliance with municipal regulations.

9. Bank Account Setup Assistance

Opening a corporate bank account is an important post-registration requirement. Service providers assist companies in preparing the required documents and coordinating with banks to open accounts where share capital can be deposited and business transactions can be managed securely.

10. Sectoral Licensing and Approval Services

Depending on the nature of the business, additional licenses or permits may be required from relevant government bodies such as the Department of Commerce, Department of Industry, or Nepal Rastra Bank. Legal professionals or consultants help obtain these sector-specific approvals, especially for regulated industries like e-commerce, foreign investment, or financial services.

Registering an e-commerce business in Nepal involves a structured legal process designed to ensure transparency, compliance, and accountability in the digital marketplace. From reserving a company name and submitting documents to obtaining a PAN from the Inland Revenue Office, each step is essential for lawful operation. In addition to the standard requirements, e-commerce businesses must also fulfill domain registration, privacy policy documentation, and payment gateway integration. As Nepal's digital economy expands, proper registration ensures trust, security, and long-term sustainability. With supportive legal frameworks and online systems in place, Nepal is increasingly enabling entrepreneurs to thrive in the e-commerce landscape.