Company Registration in Nepal | Online Process of Company Registration in Nepal camis.ocr.gov.np
This article, covers the overall process of company registration in Nepal though office of company registrar. This blog is writeen with consideration with Company act, 2006, (2063), all the company registration process in Nepal mentioned here is according to Company act, 2063.
How to register a company in Nepal?
A company can be registred in Nepal through online company registration process.The process of online company registration in Nepal has been streamlined in recent years, making it easier for entrepreneurs to establish their businesses. The company registration process in Nepal is governed by the Companies Act, 2006, and administered by the Office of the Company Registrar (OCR). Understanding the legal requirements and procedures is essential for successful business establishment in Nepal.
Types of Companies That can Be Registered in Nepal
Several types of business entities can be registered in Nepal, each with distinct characteristics and requirements. The appropriate structure should be selected based on business goals, ownership preferences, and liability considerations.
|
Company Type |
Minimum Members |
Maximum Members |
Liability |
Minimum Capital Requirement |
|
Private Limited |
1 |
50 |
Limited to shares |
NPR 1 |
|
Public Limited |
7 |
Unlimited |
Limited to shares |
NPR 10 |
|
Partnership Firm |
2 |
20 |
Unlimited |
No minimum |
|
Sole Proprietorship |
1 |
1 |
Unlimited |
No minimum |
|
Non-Profit Company |
5 |
Unlimited |
Limited |
NPR 1 |
Private Limited Company
A private limited company in Nepal is the most popular form of business entity. It can be formed with a minimum of one and a maximum of fifty members. The liability of members is limited to the amount of unpaid shares held by them.
Public Limited Company
A public limited company in Nepal requires a minimum of seven members and has no maximum limit. These companies can raise capital from the public by issuing shares and are subject to more stringent regulatory requirements.
Partnership Firm
A partnership firm in Nepal can be established with two to twenty partners. In this structure, partners have unlimited liability, meaning personal assets can be used to settle business debts.
Legal Framework for Company Registration in Nepal
The company registration process in Nepal is primarily governed by the following legal frameworks:
-
Companies Act, 2006 (2063 B.S.): The principal legislation governing incorporation, management, and winding up of companies in Nepal.
-
Industrial Enterprise Act, 2016 (2073 B.S.): Provides provisions for the establishment and operation of industries in Nepal.
-
Foreign Investment and Technology Transfer Act, 2019 (2075 B.S.): Regulates foreign investment in Nepal.
Step-by-Step Process for Online Company Registration in Nepal
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The online company registration in Nepal process has been simplified through the digital platform provided by the Office of the Company Registrar. The following steps outline the complete procedure:
Step 1: Name Reservation
The first step in the company registration process in Nepal involves reserving a unique name for the proposed company. The name reservation application can be submitted online through the OCR portal.
- Three proposed names must be submitted in order of preference
- The name should not be identical or similar to existing companies
- The name should not be offensive or contrary to public norms
- The name reservation is valid for 90 days
Step 2: Preparation of Documents
After name approval, the following documents must be prepared for online company registration in Nepal:
- Memorandum of Association (MoA)
- Articles of Association (AoA)
- Notarized copies of citizenship certificates of directors
- Passport-sized photographs of directors
- Proof of registered office address
- Tax clearance certificate (if applicable)
Step 3: Digital Signature and PAN Registration
Directors must obtain a digital signature and register for a Permanent Account Number (PAN) from the Inland Revenue Department before proceeding with company registration in Nepal.
Step 4: Online Submission
All required documents must be uploaded to the OCR portal along with the completed application form for online company registration in Nepal. The registration fee must be paid online through the available payment options.
Step 5: Review and Approval
The submitted application is reviewed by the OCR officials. If any discrepancies are found, the application is returned with instructions for correction. Once all requirements are satisfied, the certificate of incorporation is issued.
Company Registration Fees in Nepal
The company registration cost in Nepal varies depending on the type of company and authorized capital. The following table outlines the fee structure:
|
Authorized Capital (NPR) |
Registration Fee (NPR) |
|
Up to NPR 100,000 |
NPR 1,000 |
|
NPR 100,001 to NPR 500,000 |
NPR 4,500 |
|
NPR 500,001 to NPR 2,500,000 |
NPR 9,500 |
|
NPR 2,500,001 to NPR 10,000,000 |
NPR 16,000 |
|
NPR 10,000,001 to NPR 20,000,000 |
NPR 19,000 |
|
NPR 20,000,001 to NPR 30,000,000 |
NPR 22,000 |
|
NPR 30,000,001 to NPR 40,000,000 |
NPR 25,000 |
|
NPR 40,000,001 to NPR 50,000,000 |
NPR 28,000 |
|
Above NPR 50,000,000 |
NPR 30,000 |
Additional costs may include:
- Name reservation fee: NPR 100
- Legal documentation fees: NPR 5,000-20,000
- Professional consultation fees: NPR 10,000-50,000
Post-Registration Compliance Requirements
After successful company registration in Nepal, the following compliance requirements must be fulfilled:
-
Tax Registration: Registration with the Inland Revenue Department for VAT and income tax purposes.
-
Social Security Fund: Registration with the Social Security Fund for employee benefits.
-
Industry Registration: Registration with the Department of Industry if applicable.
-
Renewal: Annual renewal of company registration with the OCR.
-
Statutory Meetings: Holding of annual general meetings and board meetings as required by law.
-
Annual Returns: Filing of annual returns with the OCR within three months of the fiscal year-end.
Foreign Investment and Company Registration in Nepal
Foreign investors interested in company registration in Nepal must comply with additional requirements under the Foreign Investment and Technology Transfer Act, 2019:
- Minimum foreign investment of NPR 50 million for most sectors
- Prior approval from the Department of Industry
- Technology transfer agreement if applicable
- Repatriation of profits must be approved by the central bank
Certain sectors are restricted for foreign investment, while others require special approvals. It is advisable to consult with legal experts familiar with online company registration in Nepal for foreign investors.
Common Challenges in Company Registration in Nepal
Despite the streamlined process, several challenges may be encountered during company registration in Nepal:
-
Name Approval: Delays in name approval due to similarity with existing companies or non-compliance with naming guidelines.
-
Documentation Errors: Rejection of applications due to incomplete or incorrect documentation.
-
Technical Issues: Occasional technical glitches in the online registration portal.
-
Regulatory Changes: Frequent changes in regulations and procedures.
-
Processing Delays: Backlog of applications at the OCR leading to processing delays.
FAQs for Company Registration in Nepal
1. What documents are required for company registration in Nepal?
- Key Documents:
- Citizenship certificates of all shareholders.
- Memorandum of Association (MoA) and Articles of Association (AoA).
- Application form (Anusuchi 1) with a NPR 5 stamp.
- Copy of mutual agreement (if any).
- Passport-sized photographs of directors.
- Proof of registered office address.
- Additional Requirements:
- PAN (Permanent Account Number) of directors.
- Digital signature for online submission.
2. How long does the company registration process take in Nepal?
- Timeline: Typically 7–10 working days for online registration via the OCR portal.
- Factors Affecting Timeline:
- Accuracy of submitted documents.
- OCR’s review process.
- Potential delays due to errors or missing information.
3. What is the cost of company registration in Nepal?
- Government Fees:
- Private Company: NPR 4,500–50,000 (based on authorized capital).
- Public Company: NPR 15,000–100,000 (based on authorized capital).
- Additional Costs:
- Name reservation fee: NPR 100.
- Legal documentation fees: NPR 5,000–20,000.
- Professional consultation fees: NPR 10,000–50,000.
- Note: As of Shrawan 2081 (July 2024), government fees for registration were reintroduced after a temporary waiver.
4. Can foreign nationals register a company in Nepal?
- Yes, but they must comply with the Foreign Investment and Technology Transfer Act, 2019.
- Requirements:
- Minimum foreign investment of NPR 50 million for most sectors.
- Approval from the Department of Industry or Investment Board of Nepal.
- Repatriation of profits requires central bank approval.
5. What is the difference between a private and public company in Nepal?
|
Basis |
Private Company |
Public Company |
|
Minimum Members |
1 |
7 |
|
Maximum Members |
50 |
No limit |
|
Minimum Paid-up Capital |
No prescribed minimum |
NPR 10 lakh |
|
Share Transfer |
Restricted to existing shareholders |
Freely transferable |
|
Director Requirements |
Any number |
3–11 |
|
Company Secretary |
Optional |
Mandatory |
6. What are the post-registration compliance requirements?
- Tax Registration: PAN/VAT registration at the Inland Revenue Office.
- Annual Filings:
- Submit audited financial reports within 6 months of fiscal year-end.
- Conduct Annual General Meeting (AGM) annually.
- Other Obligations:
- File shareholding details within 1 month of capital payment.
- Submit directors’ details within 7 days of appointment.
- Register with the Social Security Fund (SSF).
7. How is the company name reserved in Nepal?
- Process:
- Create an account on the OCR portal.
- Check name availability online.
- Submit 3 proposed names in order of preference.
- Validity: Name reservation is valid for 90 days.
8. What is the minimum capital requirement for registration?
- Private Company: No minimum paid-up capital prescribed.
- Public Company: Minimum NPR 10 lakh.
- Foreign-Invested Companies: Minimum NPR 50 million.
9. Can a company be registered entirely online in Nepal?
- Yes, through the Company Administration Management Information System (CAMIS) launched in Shrawan 2081.
- Steps:
- Name reservation → Document submission → OCR review → Certificate issuance → PAN/VAT registration.
Conclusion
The online company registration in Nepal process has been significantly simplified through digitalization, making it more accessible for entrepreneurs. By understanding the legal requirements, preparing proper documentation, and following the step-by-step process outlined in this guide, business owners can successfully establish their companies in Nepal.
For those seeking professional assistance with company registration in Nepal, it is advisable to consult with legal experts who specialize in corporate law to ensure compliance with all regulatory requirements and to navigate any potential challenges in the registration process.
References
- Office of the Company Registrar, Nepal - http://www.ocr.gov.np
- Companies Act, 2006 (2063 B.S.) - http://www.lawcommission.gov.np
- Department of Industry, Nepal - http://www.doind.gov.np
- Inland Revenue Department, Nepal - http://www.ird.gov.np
- Foreign Investment and Technology Transfer Act, 2019 - http://www.doind.gov.np
- World Bank - Doing Business in Nepal - https://www.doingbusiness.org
- United Nations Conference on Trade and Development - Nepal Investment Guide - https://unctad.org
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