Online Company Registration in Nepal

Introduction

Online company registration in Nepal has transformed the business landscape, enabling entrepreneurs to establish legal entities from anywhere with internet connectivity. The Office of Company Registrar (OCR) introduced the digital registration system to streamline business formation, reduce bureaucratic delays, and promote ease of doing business. This comprehensive guide covers everything from legal frameworks and documentation requirements to step-by-step processes and compliance obligations. Whether you are a local entrepreneur, foreign investor, or startup founder, understanding the online registration system is crucial for legal compliance and business success in Nepal's growing economy.

Legal Framework and Governing Laws

The online company registration process in Nepal operates under multiple legislative instruments that establish the regulatory environment for business incorporation.

Primary Legislation

Companies Act, 2063 (2006) serves as the foundational statute governing company formation, operation, and dissolution in Nepal. This Act was amended by the Companies (First Amendment) Act, 2074 (2017) and further modified by the Companies (Second Amendment) Act, 2076 (2020) to accommodate digital registration processes and modern corporate governance standards.

Electronic Transaction Act, 2063 (2008) provides the legal basis for digital signatures, electronic records, and online filing systems. This legislation ensures that documents submitted through the OCR's online portal carry the same legal validity as physical submissions.

Foreign Investment and Technology Transfer Act, 2019 (FITTA) regulates company registration involving foreign investors, establishing sector-specific restrictions and approval requirements for non-Nepali nationals.

Supporting Regulations

Company Regulations, 2064 (2007) detail procedural requirements for registration, annual compliance, and corporate maintenance. The Company Registration Directive, 2077 specifically addresses online registration protocols, digital document verification, and electronic payment systems.

Industrial Enterprises Act, 2076 (2020) complements company registration by providing investment incentives, tax holidays, and sector-specific benefits for registered entities.

Key Legal Provisions

Understanding the legal provisions ensures compliance and prevents registration rejection or future legal complications.

Company Types Under Law

Company Type	Legal Basis	Minimum Capital	Key Characteristics
Private Limited	Section 6, Companies Act	NPR 1	1-101 shareholders, restricted share transfer
Public Limited	Section 7, Companies Act	NPR 10,000,000	Minimum 7 shareholders, can invite public investment
Single Shareholder Company	Section 6A, Companies Act	NPR 1	One natural person, separate legal entity
Non-Profit Company	Section 8, Companies Act	Variable	No profit distribution, charitable objectives
Foreign Company Branch	Section 154, Companies Act	Varies by sector	Extension of foreign parent company

 

Digital Registration Mandate

Section 4 of the Company Registration Directive, 2077 mandates that all new company registrations must be initiated through the OCR's online portal. Physical document submission is only permitted for exceptional cases involving technical failures or special circumstances requiring manual processing.

Name Reservation Rules

Section 5 of the Companies Act requires company names to be distinctive, non-deceptive, and compliant with naming conventions. Prohibited elements include names suggesting government affiliation, offensive terms, or similarity to existing registered companies exceeding 70% match ratio.

Administrative Authorities Involved

Multiple government bodies collaborate in the online company registration ecosystem, each serving specific regulatory functions.

Primary Authority: Office of Company Registrar (OCR)

The Office of Company Registrar operates under the Ministry of Industry, Commerce and Supplies and serves as the central authority for company registration. The OCR maintains the online registration portal (ocr.gov.np) and processes all incorporation applications.

Key Functions:

• Digital name reservation and approval
• Company incorporation and registration
• Post-registration compliance monitoring
• Annual return processing
• Company record maintenance

Supporting Authorities

Authority	Role in Registration	Website
Inland Revenue Department	PAN/VAT registration, tax clearance	ird.gov.np
Department of Industry	Foreign investment approval, industry classification	doi.gov.np
Nepal Rastra Bank	Foreign exchange approval for foreign investment	nrb.org.np
Local Municipal Office	Business operating license, local tax registration	Respective municipality
Social Security Fund	Employee registration (post-incorporation)	ssf.gov.np

Coordination Mechanism

The National Single Window System integrates OCR with IRD and municipal offices, enabling simultaneous processing of company registration and tax identification. This inter-agency cooperation reduces registration timeline from weeks to days.

What is Online Company Registration?

Online company registration refers to the digital process of incorporating a legal business entity through the OCR's electronic portal without requiring physical presence at government offices.

Definition and Scope

The process encompasses digital name reservation, electronic document submission, online fee payment, and virtual certificate issuance. Registered companies receive digitally signed certificates of incorporation, PAN/VAT registration, and company registration certificates valid for all legal and commercial purposes.

Technological Infrastructure

The OCR portal operates on the Company Registration Information System (CRIS), a web-based platform supporting:

• Real-time name availability checking
• Secure document upload (PDF, JPEG, PNG formats)
• Digital signature integration
• Online payment gateway (connect IPS, eSewa, mobile banking)
• Automated status tracking

Eligible Applicants

• Natural persons (Nepali citizens)
• Foreign nationals (with FITTA compliance)
• Existing companies (for subsidiary formation)
• Non-resident Nepalis
• Legal entities (as corporate shareholders)

Eligibility Criteria for Online Registration

Meeting eligibility requirements prevents application rejection and ensures smooth registration processing.

For Private Limited Companies

Shareholder Requirements:

• Minimum 1 shareholder (natural person or legal entity)
• Maximum 101 shareholders
• At least one shareholder must be present in Nepal for document verification (or authorized representative with power of attorney)

Director Requirements:

• Minimum 1 director (can be same as shareholder)
• Maximum 11 directors
• No residency requirement for directors
• Disqualified persons: undischarged bankrupts, persons convicted of economic crimes, mentally incapacitated individuals

Capital Requirements:

• Minimum authorized capital: NPR 1
• Minimum issued capital: NPR 1
• No maximum capital limit
• Foreign investment subject to sectoral minimums (varies by industry)

For Public Limited Companies

• Minimum 7 shareholders
• Minimum authorized capital: NPR 10,000,000
• Minimum 3 directors
• Mandatory company secretary requirement

Prohibited Categories

The following cannot register online without special approval:

• Companies in restricted sectors (defense, nuclear energy, certain media)
• Foreign investment in negative list sectors
• Companies with objectives violating public morality or national security

Documents Required for Online Registration

Proper documentation ensures application approval within standard timelines. All documents must be scanned in high resolution (300 DPI minimum) and uploaded in specified formats.

For Nepali Nationals

Document	Specification	Format
Citizenship Certificate	Front and back clear copy	PDF/JPEG
Recent Passport Photo	White background, 35x45mm	JPEG/PNG
Address Proof	Electricity bill, land ownership, or rental agreement	PDF
PAN Card	If already obtained	PDF
Mobile Number	Active Nepali number	-
Email Address	Valid email for correspondence	-

For Foreign Investors

Personal Documents:

• Passport copy (bio-data page)
• Recent photograph
• Curriculum Vitae
• Address proof from home country
• Bank reference letter

Corporate Documents (if shareholder is company):

• Certificate of incorporation
• Memorandum and Articles of Association
• Board resolution for Nepal investment
• Authorized signatory proof

Company-Specific Documents

1. Proposed Company Name: 3 options in priority order
2. Registered Office Address: Rental agreement or ownership proof
3. Objectives: Detailed business activities description
4. Capital Structure: Authorized, issued, and paid-up capital details
5. Shareholding Pattern: Percentage distribution among shareholders
6. Directorship Details: Consent letters from proposed directors

Special Sector Requirements

Sector	Additional Documents	Approving Body
Banking/Financial	NRB approval letter	Nepal Rastra Bank
Insurance	Beema Samiti approval	Insurance Board
Telecommunication	NTA license	Nepal Telecommunications Authority
Tourism	Tourism Board recommendation	Nepal Tourism Board
Manufacturing	Environmental impact assessment	Ministry of Environment

Step-by-Step Online Registration Process

The complete registration process involves 7 distinct stages, typically completed within 3-7 working days.

Step 1: Portal Registration and Login

Action: Create user account on ocr.gov.np

1. Visit the OCR official website
2. Click "New User Registration"
3. Enter mobile number (Nepali SIM mandatory for OTP)
4. Verify through SMS OTP
5. Create username and secure password
6. Complete profile with personal details

Processing Time: Immediate
Cost: Free

Step 2: Name Reservation

Action: Secure unique company name through digital application

1. Login to OCR portal
2. Navigate to "Name Reservation" section
3. Enter 3 proposed names in priority order
4. Select company type (Private/Public)
5. Provide proposed business objectives summary
6. Pay reservation fee online (NPR 100 per name)
7. Submit application

Processing Time: 24-48 hours
Validity: Reserved name remains valid for 30 days

Step 3: Document Preparation and Upload

Action: Compile and digitize all required documentation

1. Scan all documents at 300 DPI minimum resolution
2. Convert to PDF format (single file per document type)
3. Ensure file size does not exceed 5MB per document
4. Verify document clarity and legibility
5. Organize in specified folder structure:

• /Shareholder_Documents/
• /Director_Documents/
• /Office_Address_Proof/
• /Additional_Approvals/

Step 4: Online Application Submission

Action: Complete digital incorporation form

1. Select "New Company Registration"
2. Enter reserved name approval number
3. Fill company details:

• Registered office address (province, district, municipality, ward)
• Business objectives (select from NIC code list)
• Capital structure
• Shareholding pattern

1. Upload all prepared documents
2. Enter shareholder and director details
3. Digital signature of all promoters (using digital signature certificate or OTP verification)
4. Review and confirm all entries
5. Submit application

Step 5: Fee Payment

Action: Process government fees through integrated payment gateway

Fee Structure:

Component	Amount (NPR)
Registration Fee	1,000
Stamp Duty	10
Authorized Capital Fee	0.1% of authorized capital (min 1,000)
Name Reservation	100
Total (for NPR 1M capital)	~2,110

Payment Methods:

• Connect IPS (bank transfer)
• eSewa wallet
• Mobile banking apps
• Counter payment at designated banks

Step 6: Application Review and Verification

Action: OCR officials review submitted documents

Review Process:

1. Initial Screening: Automated check for document completeness
2. Legal Verification: Officer examines compliance with Companies Act
3. Name Verification: Confirmation of name availability and compliance
4. Address Verification: Cross-check with municipal records
5. Approval/Rejection Decision: Issued within statutory timeframe

Common Rejection Reasons:

• Blurry or illegible documents
• Mismatched information across documents
• Prohibited business objectives
• Similar existing company names
• Incomplete address details

Step 7: Certificate Issuance and Post-Registration

Action: Download certificates and complete compliance requirements

Digital Certificates Issued:

1. Certificate of Incorporation
2. Company Registration Certificate
3. PAN Registration Certificate (automatically forwarded to IRD)

Post-Registration Actions:

• Print physical certificates (optional but recommended)
• Open company bank account
• Register for VAT if turnover exceeds NPR 5 million
• Obtain municipal business operating license
• Register employees with Social Security Fund

Cost Breakdown for Online Registration

Understanding the complete cost structure enables accurate budgeting for business formation.

Government Fees

Fee Type	Calculation Method	Example (NPR 1M Capital)
Registration Fee	Fixed	NPR 1,000
Stamp Duty	Fixed	NPR 10
Capital Fee	0.1% of authorized capital	NPR 1,000
Name Reservation	Per application	NPR 100
Subtotal Government		NPR 2,110

Professional Service Costs (Optional)

Service	Cost Range (NPR)	Provider
Legal Consultation	5,000 - 15,000	Law firms
Document Preparation	3,000 - 8,000	Chartered accountants
Digital Signature Certificate	2,500 - 5,000	Certifying authorities
Registered Office Address	10,000 - 30,000/year	Virtual office providers

Foreign Investment Additional Costs

Requirement	Cost (USD/NPR)	Timeline
FITTA Approval	$0 (government fee)	7-30 days
Legal Representative	$1500-3,500	Ongoing
Document Translation	NPR 5,000-15,000	2-3 days
Notarization/Legalization	Variable by country	1-4 weeks

Total Estimated Costs

Local Entrepreneur: NPR 2,110 - 25,000 (depending on professional assistance)
Foreign Investor: NPR 50,000 - 200,000 (including compliance and legal representation)

Timeline for Online Company Registration

The digital process significantly reduces incorporation time compared to traditional methods.

Standard Processing Timeline

Stage	Duration	Cumulative
Portal Registration	Immediate	Day 0
Name Reservation	1-2 working days	Day 2
Document Preparation	1-3 days (applicant dependent)	Day 5
Application Submission	Same day	Day 5
Payment Processing	Immediate	Day 5
OCR Review	2-3 working days	Day 8
Certificate Issuance	Same day upon approval	Day 8

Total Standard Timeline: 5-8 working days

Expedited Processing

For urgent requirements, OCR offers expedited review:

• Express Service: 24-48 hours (additional NPR 5,000 fee)
• Same-Day Service: Available for special circumstances (additional NPR 10,000)

Factors Affecting Timeline

Delays May Occur Due To:

• Incomplete document submission
• Name similarity disputes requiring manual review
• Foreign investment requiring additional approvals
• Technical issues with OCR portal
• High application volume during fiscal year-end

Foreign Investment Extended Timeline

Additional Step	Duration
FITTA Approval	7-30 days
NRB Foreign Exchange Approval	5-15 days
Document Legalization	2-4 weeks
Total Foreign Investment Timeline	1-3 months

Other Compliances After Registration

Post-incorporation compliance ensures legal operation and avoids penalties.

Immediate Compliance (Within 30 Days)

Compliance	Authority	Deadline	Penalty for Non-Compliance
Permanent Account Number (PAN)	Inland Revenue Department	Automatic with registration	N/A
VAT Registration	IRD	If turnover > NPR 5M annually	NPR 5,000 - 30,000
Business Operating License	Local Municipality	Within 30 days of registration	NPR 1,000 - 10,000
Professional Tax Registration	Municipality	Before commencing business	Business closure risk

Annual Compliance Requirements

Requirement	Frequency	Due Date	Governing Law
Annual Return Filing	Annual	Within 6 months of fiscal year end	Section 96, Companies Act
Financial Statement Audit	Annual	Within 3 months of fiscal year end	Section 97, Companies Act
Tax Return Filing	Annual	Within 3 months of fiscal year end	Income Tax Act, 2058
VAT Return	Monthly/Quarterly	25th of following month	VAT Act, 2052
Social Security Contribution	Monthly	Monthly basis	Social Security Act, 2075

Special Industry Compliances

Industry	Specific Compliance	Regulatory Body
Manufacturing	Environmental clearance	Department of Environment
Food Business	Food safety license	Department of Food Technology
Construction	Contractor registration	Construction Business Board
IT/Software	Software company registration	Department of IT
Export/Import	Export-import code	Department of Customs

Digital Compliance Tools

The OCR Compliance Dashboard enables companies to:

• Track annual return deadlines
• Receive automated compliance reminders
• Submit returns online
• Download compliance certificates
• View penalty calculations

Frequently Asked Questions (FAQs)

What is the minimum capital required for online company registration in Nepal?

The minimum capital requirement for a private limited company is NPR 1 (one rupee) as per the Companies Act, 2063. However, certain sectors require higher minimum capital:

• Banking: NPR 8 billion (Class A)
• Insurance: NPR 200 million - 2 billion depending on type
• Microfinance: NPR 10 million
• Foreign investment sectors: Varies by industry (typically $50,000-$500,000)

Can foreigners register a company online in Nepal without visiting?

Foreign nationals can initiate online registration but cannot complete the entire process remotely. Physical presence or authorized legal representation is required for:

• Document verification at OCR
• Bank account opening
• FITTA approval interviews (if required)
• Municipal license procurement

However, the initial name reservation and document submission can be completed online through a local legal representative holding power of attorney.

How long does online company registration take in Nepal?

Standard online registration takes 5-8 working days from name reservation to certificate issuance. The timeline breaks down as:

• Name reservation: 1-2 days
• Document review: 2-3 days
• Certificate issuance: Same day upon approval

Expedited processing (24-48 hours) is available for an additional fee of NPR 5,000-10,000.

What documents are needed for online company registration in Nepal?

For Nepali citizens:

• Citizenship certificate (front and back)
• Recent passport-size photo
• Address proof (utility bill or rental agreement)
• Mobile number and email address
• Proposed company name options (3 choices)

For foreigners:

• Passport copy
• CV and photograph
• Address proof from home country
• Bank reference letter
• Board resolution (if corporate shareholder)

Is digital signature mandatory for online company registration?

Digital signature is recommended but not strictly mandatory for initial registration. The OCR portal accepts:

• Digital Signature Certificate (DSC) from licensed certifying authorities
• OTP-based mobile verification
• Biometric verification at OCR office

However, for annual compliance and document filing, DSC becomes essential for company directors.

Can I register a single-person company online in Nepal?

Yes, Nepal allows Single Shareholder Companies under Section 6A of the Companies Act, 2063. Requirements include:

• One natural person as shareholder and director
• Minimum capital NPR 1
• Cannot be converted to other company types easily
• Annual compliance similar to private limited companies

This structure is ideal for solo entrepreneurs and consultants.

What is the cost of online company registration in Nepal?

Government fees:

• Registration: NPR 1,000
• Stamp duty: NPR 10
• Capital fee: 0.1% of authorized capital
• Name reservation: NPR 100

For NPR 1 million capital company: Total government fee = NPR 2,110

Additional costs (optional):

• Legal consultation: NPR 5,000-15,000
• Registered office: NPR 10,000-30,000/year
• Professional services: NPR 3,000-8,000

How to check company name availability online in Nepal?

Name availability can be checked through:

1. OCR Portal: Real-time search at ocr.gov.np → "Name Search"
2. Company Search: Existing company database search
3. Trademark Check: Department of Industry trademark database

Name rejection criteria:

• Similarity >70% with existing companies
• Government-related words without permission
• Offensive or misleading terms
• Protected international brand names

What are the post-registration compliances for Nepali companies?

Immediate (within 30 days):

• Municipal business operating license
• VAT registration (if applicable)
• Social Security Fund registration (if employees)

Annual requirements:

• Annual return filing (within 6 months of fiscal year-end)
• Audited financial statements
• Income tax return
• AGM conduct and minutes filing

Monthly/Quarterly:

• VAT returns (if registered)
• TDS deposits
• Social security contributions

Can I convert my sole proprietorship to a private limited company online?

Yes, conversion is permitted under Section 108 of the Companies Act. The process requires:

• New company registration (fresh application)
• Transfer of proprietorship assets to company
• Settlement of proprietorship liabilities
• Tax clearance certificate from IRD

While the new company registration is done online, asset transfer requires physical documentation and valuation reports.

Is physical office address mandatory for online registration?

Yes, a physical registered office address is mandatory. Requirements:

• Located within Nepal
• Verifiable address proof (rental agreement or ownership document)
• Municipal ward office confirmation
• Cannot be residential address in some municipalities (check local laws)

Virtual office services are available in major cities (Kathmandu, Pokhara, Biratnagar) providing legal registered addresses for NPR 10,000-30,000 annually.

What businesses are prohibited for online registration in Nepal?

Restricted sectors (require special approval):

• Defense and ammunition
• Nuclear energy
• Certain media and broadcasting
• Real estate (for foreign investors)

Prohibited for foreign investment:

• Retail trade (except specified categories)
• Personal services
• Agricultural production (some categories)
• Internal courier services

Check the FITTA negative list for comprehensive restrictions.

Disclaimer

This blog post is prepared for informational and educational purposes only and does not constitute legal advice. While every effort has been made to ensure accuracy, laws and regulations in Nepal are subject to frequent amendments. The information provided reflects the legal framework as of February 2025.

Readers are strongly advised to:

• Consult licensed legal professionals for specific situations
• Verify current requirements with official government portals
• Check for recent amendments to the Companies Act and related regulations
• Consider individual circumstances that may affect registration requirements

The author and publisher disclaim any liability for actions taken based on this information. For complex registrations involving foreign investment, special sectors, or unique corporate structures, professional legal assistance is recommended.

Official Resources:

• Office of Company Registrar: ocr.gov.np
• Inland Revenue Department: ird.gov.np
• Department of Industry: doi.gov.np