How to Register PVT LTD Company in Nepal: OCR Guide

How to Register PVT LTD Company in Nepal: OCR Setup Guide

Published by Nepal Lawyer Category : Corporate Law , Company Law June 24, 2025

Table of Contents:

What is a Private Limited Company in Nepal? Your 2025 Guide
OCR Registration Process
Financial Model & Capital
Banking & Compliance
FAQs

What is a Private Limited Company in Nepal? Your 2025 Guide

A Private Limited Company (Pvt Ltd) is Nepal's most trusted business structure for entrepreneurs seeking limited liability protection, credibility with investors, and operational flexibility. Governed by the Companies Act 2063 (2006), this entity type:

Shields personal assets from business debts
Allows 1–101 shareholders (individuals/entities)
Permits 100% foreign ownership in approved sectors
Requires minimum NPR 100,000 paid-up capital
Restricts share transfers without board approval

"Over 72% of Nepal's registered businesses choose Pvt Ltd for its investor appeal and risk mitigation" – Nepal Rastra Bank 2024 Report

Why Pvt Ltd Dominates Nepal's Business Landscape:

Feature	Pvt Ltd Company	Sole Proprietorship
Liability	Limited to investment	Unlimited
Tax Benefits	20–25% corporate tax	Up to 36% personal tax
Funding Access	Equity/venture capital	Limited to loans
Credibility	High (OCR-verified)	Medium

Key Legal Framework:

Regulating Body: Office of Company Registrar (OCR)
Governing Law: Companies Act 2063 (Amended 2023)
Compliance: Mandatory audits + AGM documentation

Expert Insight: *"Post-2023 amendments, Pvt Ltd registration is 40% faster but demands precise MOA clauses. One drafting error can delay certification by 3 weeks"* Business Advisor- Rojen Budha Shrestha.

When to Choose Pvt Ltd:

You seek foreign investment (IT/manufacturing sectors)
Your startup requires bank financing
You need brand protection against copycats
You plan employee stock options

⚠️ Avoid if: You're a micro-enterprise (<NPR 500k turnover) – Ward Office registration suffices.

Up Next: Step-by-step OCR registration process → Jump to Guide

Step-by-Step Registration via Office of Company Registrar (OCR)

1. Name Reservation (1–2 Days)

OCR Portal Login: Visit application.ocr.gov.np, create an account, and submit a name request 67.
Naming Rules: Avoid existing names; include "Pvt Ltd" suffix.

2. Document Preparation

Mandatory Documents:
- Memorandum of Association (MOA) & Articles of Association (AOA) 57.
- Shareholders’ citizenship copies (Nepali) or passports (foreigners).
- Foreign Investors: DOI approval + minimum NPR 20M investment proof 111.

3. Online Submission

Upload scanned MOA/AOA and IDs via OCR portal in PDF format 613.
Attach NPR 5 revenue stamp to the application.

4. Fee Payment & Certificate Issuance

Fee Structure:

Authorized Capital (NPR)	Registration Fee (NPR)
≤ 100,000	1,000
100,001–500,000	4,500
500,001–2,500,000	9,500
>2,500,000	16,000 + incremental fees	7913.

Deposit fees via Nepal Rastra Bank or OCR’s online gateway.
Receive registration certificate within 7–10 days 713.

Financial Model & Capital Requirements

Capital Structure

Minimum Paid-Up Capital: NPR 100,000 17.
Foreign Investment:
- Minimum NPR 20 million.
- Staged payment: 25% upfront, 70% pre-operation, 30% within 2 years 11.

Startup Cost Projections

Expense Type	Estimated Cost (NPR)
Registration Fee	1,000–43,000
Legal/Notary Fees	20,000–30,000
PAN/VAT Registration	1,500–5,000
Ward Office Tax	2,000–10,000 (annual)

Banking & Administrative Procedures

Post-Registration Compliance

PAN/VAT Registration:
- Apply at Inland Revenue Department within 15 days 17.
Ward Office Registration:
- Submit lease agreement + landlord citizenship copy.
Share Registry Setup:
- Document shareholder details (names, shares, dates) for banking 1.

Ongoing Compliance

Requirement	Deadline
Annual General Meeting (AGM)	Within 12 months of registration
Financial Audits	Within 6 months of fiscal year-end
Director Details Submission	7 days after appointment	59.