Company Registration Process in Nepal: Complete Step-by-Step Guide Under Companies Act 2063 with Documentation and Compliance Requirements

Introduction: Company Registration and Legal Business Formation in Nepal

Company registration represents the foundational legal process by which business entities acquire formal legal recognition under Nepali law, enabling them to operate lawfully, enter into contracts, acquire property, access credit, and conduct commerce. The Companies Act 2063 BS (2006 AD) establishes the comprehensive legal framework governing company formation, registration, and operation in Nepal.

For entrepreneurs, startup founders, corporate lawyers, business consultants, and investors, comprehensive understanding of the company registration process is essential. The process involves multiple sequential steps, specific documentation requirements, regulatory compliance, and post-registration obligations. Success requires knowledge of legal requirements, practical procedures, applicable fees, timeframes, and common compliance mistakes.

This comprehensive guide addresses all dimensions of company registration in Nepal: the legal framework and company types; the complete step-by-step registration process; the Office of Company Registrar (OCR) and its procedures; name reservation; memorandum of association and articles of association preparation and requirements; documentation requirements for Nepali and foreign promoters; online submission procedures through the CAMIS portal; fee structures and payment; OCR verification and examination; certificate of incorporation issuance; post-registration compliance including PAN registration, ward office registration, social security fund registration, bank account opening, share registry establishment, and three-month compliance requirements.

Section 1: Legal Framework and Company Types

1.1 The Companies Act 2063 BS

Legislation Overview: The Companies Act 2063 BS (enacted in Paush 29, 2063 BS, which corresponds to January 10, 2006 AD) is the primary legislation governing company registration, incorporation, and operation in Nepal. This Act replaced the previous Company Registration Act and modernized Nepal's company law framework.

Purpose and Scope: The Act establishes comprehensive provisions for:

• Company formation and incorporation procedures
• Rights and responsibilities of shareholders and directors
• Corporate governance structures
• Financial reporting and disclosure requirements
• Dividend and profit distribution
• Share capital management
• Company meetings and resolutions
• Winding up and dissolution

Applicability: The Act applies to all companies registered in Nepal, including:

• Domestic companies (incorporated in Nepal)
• Foreign companies operating in Nepal
• Non-profit companies (with specific modifications)
• One-person companies (with restrictions)

Administration: The Office of the Company Registrar (OCR), established under the Ministry of Law, Justice and Parliamentary Affairs, administers the Act and maintains the company registry.

1.2 Types of Companies

Private Company

Definition: A private company is a company limited by shares where the shareholder restrictions and voting restrictions apply to prevent public trading of shares.

Key Characteristics:

• Shareholder Limit: Maximum 101 shareholders (previously limited to 50, increased under 2063 Act)
• Name Requirement: Must include "Private Limited" or "Pvt. Ltd." at the end of the company name
• Share Transferability: Shares cannot be freely transferred to the public; transfers must comply with shareholder agreements
• Public Offerings: Prohibited from making public share offerings
• Minimum Capital: Minimum authorized capital of 100,000 NPR required
• Directors: Minimum 1 director (since Companies Act 2063 allows single-director private companies)
• Reporting: Less stringent reporting requirements than public companies

Advantages of Private Companies:

• Ease of formation with fewer compliance requirements
• Privacy of ownership and management
• Flexibility in share transfer restrictions
• Reduced regulatory scrutiny
• Suitable for family businesses and small-to-medium enterprises

Public Company

Definition: A public company is a company whose shares can be offered to the public and traded publicly (though actual public trading depends on stock exchange listing).

Key Characteristics:

• Shareholder Limit: No maximum number of shareholders; minimum 7 required
• Name Requirement: Must include "Limited" at the end of the company name (not "Private Limited")
• Share Transferability: Shares are freely transferable
• Public Offerings: Can make public offerings of shares and debentures
• Minimum Capital: Minimum authorized capital of 1,000,000 NPR required
• Directors: Minimum 3 directors required
• Stock Exchange: May be listed on Nepal Stock Exchange (NSE) for public trading
• Reporting: More stringent reporting and disclosure requirements

Advantages of Public Companies:

• Access to capital markets
• Greater credibility and prestige
• Enhanced fundraising capabilities
• Public profile enhances market reputation
• Suitable for large-scale operations

Non-Profit Company

Definition: A non-profit company (also called "Section 166 company") is a company incorporated with specific charitable, educational, social, or public-benefit objectives, not primarily for profit.

Key Characteristics:

• Shareholder Minimum: Minimum 7 members required
• Surplus Distribution: Any surplus generated must be reinvested in company's objectives, not distributed to members
• Tax Exemption: May qualify for tax exemptions and benefits
• Restrictions: Restricted from distributing profits to members
• Name Requirement: May include "Association," "Foundation," or descriptive terms
• Objectives: Must explicitly state charitable or public-benefit objectives

Advantages of Non-Profit Companies:

• Tax exemption eligibility
• Donor credibility and trust
• Ability to seek grants and donations
• Suitable for NGOs, educational institutions, healthcare providers

1.3 Company Registration Authority

Office of the Company Registrar (OCR)

Establishment and Authority: The OCR is established under the Companies Act 2063 and operates under the Ministry of Law, Justice and Parliamentary Affairs. The OCR is the sole authority responsible for:

• Receiving company registration applications
• Maintaining the national company registry
• Issuing certificates of incorporation
• Registering company amendments and changes
• Regulating company compliance

OCR Jurisdiction: The OCR's jurisdiction extends to:

• All companies registered in Nepal
• Foreign companies establishing operations in Nepal
• Company registration, alteration, and dissolution

OCR Powers and Functions:

• Approve or reject registration applications
• Examine company documents for legal compliance
• Issue incorporation certificates
• Maintain company records and registers
• Accept company filings and amendments
• Issue company search certificates
• Administer registration fees and penalties

OCR Contact Information:

• Website: www.ocr.gov.np (including online portal CAMIS: camis.ocr.gov.np)
• Location: Kathmandu (main office)
• Services: Online registration system available 24/7

Section 2: Step-by-Step Company Registration Process

2.1 Step 1: Company Name Reservation

Purpose and Importance: The first critical step in company registration is reserving the proposed company name with the OCR. This step ensures that the company name is unique, not already registered, and complies with naming requirements.

Name Reservation Process:

Access the OCR Portal: Navigate to the official OCR online portal (CAMIS - camis.ocr.gov.np)

Create or Login to Account:

• If first-time user, create an account providing:
  • Email address (valid and monitored)
  • Password (secure)
  • Mobile phone number
• If existing user, login with credentials

Search for Name Availability:

• Search the company registry for proposed names
• Check if the exact name or substantially similar name exists
• Verify in both English and Nepali (if applicable)
• Search thoroughly to avoid rejection

Submit Name Reservation Request:

• Complete the name reservation form
• Enter proposed company name (in English and optionally Nepali)
• Indicate company type (Private, Public, or Non-Profit)
• Provide company's proposed objectives briefly
• Submit alternative name options (typically 3 options in order of preference)

Pay Name Reservation Fee:

• Pay the name reservation fee (typically 500-1,000 NPR depending on current fee structure)
• Payment may be made online through the portal or at designated banks
• Obtain payment receipt and reference number

Await OCR Approval:

• OCR typically responds within 1-3 working days
• Approval confirmation sent via email
• Reserved name is valid for 120 days; if not used within this period, reservation expires
• If rejected, applicant must resubmit with alternative names

Name Reservation Requirements: The proposed company name must:

• Be unique and not identical to existing registered companies
• Not substantially resemble existing company names
• Not be misleading regarding business activities
• Not include words requiring government permission (such as "bank," "insurance," "Nepal," "university")
• Comply with the Companies Act 2063 naming conventions
• Include appropriate designation ("Private Limited," "Limited," or none if non-profit)

Naming Restrictions: Certain words are restricted and require government approval to include:

• "Bank" - requires Nepal Rastra Bank approval
• "Insurance" - requires Insurance Board approval
• "University" or "College" - requires Ministry of Education approval
• "Hospital" or "Medical" - requires Health Ministry approval
• "Nepal" - government approval required for most cases
• Other regulated sector names

Example Name Reservations:

• "TechSoft Innovations Pvt. Ltd." - accepted (unique private company name)
• "Educational Services Limited" - requires Ministry of Education approval if including "Educational"

2.2 Step 2: Document Preparation

Critical Importance: Once name is reserved, the applicant must prepare comprehensive legal documents that establish the company's legal structure, objectives, governance, and operations.

Primary Documents Required:

Memorandum of Association (MOA)

Purpose and Function: The MOA is the company's constitutional document establishing its external affairs—the relationship between the company and the external world (third parties, government).

Required Clauses in MOA:

Name Clause:

• States the exact company name as approved by OCR
• Example: "The name of the company is TechSoft Innovations Private Limited"

Registered Office Clause:

• Specifies the registered office location
• Must be an actual physical address in Nepal where company records are maintained
• Example: "The registered office of the company shall be located at Kathmandu, Nepal" (with specific address)

Objects Clause:

• Describes in detail the company's business objectives and activities
• Must be specific and comprehensive
• Establishes the scope of company's authority to act
• Example: "The objects of the company are to engage in software development, IT consulting, and related technology services"

Liability Clause:

• States that shareholders' liability is limited to the amount they invested
• Standard language: "The liability of the members is limited"

Capital Clause:

• Specifies the authorized share capital (total shares × par value)
• Establishes the nominal capital structure
• Example: "The authorized capital of the company is 500,000 NPR divided into 5,000 shares of 100 NPR each"

Subscription Clause:

• States the names and addresses of founder shareholders
• Specifies number and class of shares subscribed by each founder
• Shows founder signatures and witness signatures

MOA Drafting Requirements:

• Must be in English or Nepali (bilingual format acceptable)
• All pages must be signed by all founder shareholders
• Final page must include: names, addresses, share numbers, signatures of all founders, and at least one witness for each founder
• Must include signature of legal professional (lawyer or chartered accountant) who prepared the document
• Professional's name, registration number, and date must be included

Articles of Association (AOA)

Purpose and Function: The AOA is the company's internal governance document establishing rules and procedures for internal management and operations.

Required Provisions in AOA:

Share Capital and Share Transfer:

• Rules for issuance of shares
• Transfer restrictions and procedures
• Classes of shares (if any) and their rights
• Share certificate provisions

Share Registration:

• Register of shareholders
• Procedures for registering share transfers
• Provisions preventing share transfer to unauthorized parties (for private companies)

General Meetings:

• Rules for conducting shareholders' meetings
• Notice requirements and procedures
• Quorum requirements
• Voting procedures and rights
• Minutes documentation

Board of Directors:

• Appointment and removal procedures
• Directors' powers and responsibilities
• Board meeting procedures and notice requirements
• Conditions for director disqualification
• Directors' liability limitations

Officers and Management:

• Appointment of company secretary, auditor, and other officers
• Their powers and responsibilities
• Remuneration provisions

Dividends and Profit Distribution:

• Procedures for declaring and paying dividends
• Profit distribution mechanisms
• Dividend withholding provisions

Accounts and Audit:

• Financial record-keeping procedures
• Auditor appointment and responsibilities
• Accounting standards compliance
• Annual financial statement preparation and approval

Winding Up:

• Procedures for company dissolution
• Asset distribution upon winding up

AOA Drafting Requirements:

• Must be in English or Nepali
• All founder shareholders must sign
• Professional who prepared must sign with date and credentials
• Must comply with Companies Act 2063 requirements
• May include additional provisions not inconsistent with the Act

Supporting Documents

Citizenship Certificates:

• Copies of national ID cards or citizenship certificates for all Nepali founder shareholders
• Must be recent and attested (certified by authorized person)
• Typically 1-2 certified copies per shareholder

Passport Copies (for Foreign Promoters):

• Attested copies of passport pages
• Must be certified as true copies
• Typically 1-2 copies per foreign promoter

Passport-Sized Photographs:

• 2-4 color passport photos (4cm × 6cm) for each founder shareholder
• Recent photographs (within 6 months)
• Clearly show face of each shareholder

Registered Office Proof:

• Lease agreement or ownership document proving right to use registered office
• Electricity bill, water bill, or other utility bill showing the address
• Document must show the registered office address

No Objection Letter (where applicable):

• From the building/landlord if office is rented
• Confirming permission to use premises as registered office

Company Objectives Document:

• Detailed statement of company's business activities
• Supporting documents if activities require government approval

Authorized Capital Details:

• Breakdown of authorized capital
• Number of shares and par value
• Different classes of shares (if applicable)

Additional Documents (Conditional)

Shareholders' Agreement (if applicable):

• Agreement among shareholders regarding share transfer restrictions
• Articles regarding dispute resolution
• Required for private companies with multiple shareholders

Joint Venture Agreement (for industrial companies with JV):

• Agreement between Nepali and foreign partners
• Registered with Department of Industries
• Required if company involves joint venture

Foreign Investment Approval (for foreign-owned companies):

• Approval from Department of Industries to invest in Nepal
• Specifies amount of investment and business activity
• Required if foreigners hold significant share

Board Resolution (if founder is a company):

• Resolution from founding company's board approving investment
• Specifies representative authorized to sign
• Attested copies of incorporating company's registration

For Non-Profit Companies (Section 166):

• Objects clause emphasizing charitable/public benefit purpose
• Provisions preventing profit distribution to members
• At least 7 founding members (not shareholders)
• Bylaws establishing member rights

2.3 Step 3: Online Submission Through CAMIS Portal

Portal Access: Applicants submit all required documents through the OCR's online system CAMIS (camis.ocr.gov.np).

Submission Process:

Login to OCR Account:

• Access the CAMIS portal using registered credentials
• Verify email and mobile phone (if first login)

Complete Registration Application Form:

• Fill out the standardized company registration form
• Fields include: company name, type, registered office, objectives, authorized capital, founder details
• Form must be completed accurately and thoroughly
• Review before submission for accuracy

Upload Required Documents:

• Scan all documents (MOA, AOA, citizenship, photographs, proof of office)
• Convert to PDF format (typically required)
• Upload each document clearly labeled and in proper order
• Ensure documents are legible and high quality

Review and Confirmation:

• System displays all submitted information
• Carefully review all details for accuracy
• Correct any errors before final submission
• Confirm accuracy by clicking final submission button

Payment of Registration Fee:

• System calculates registration fee based on authorized capital
• Payment options: online payment, bank transfer, or deposit at designated banks
• Receipt and reference number generated upon successful payment
• Fee payment must be completed to proceed

Application Tracking Number:

• System generates unique application tracking number
• Use this number to monitor application status
• Email confirmation sent with tracking details

2.4 Step 4: OCR Document Examination

Examination Timeline: The OCR typically completes document examination within 3-7 working days of application submission (sometimes longer for complex applications).

Examination Procedures:

Initial Completeness Review:

• OCR verifies that all required documents are submitted
• Checks that documents are legible and properly formatted
• Verifies page counts and document integrity
• Identifies any missing or incomplete documents

Legal Document Review:

• Examines MOA for compliance with Companies Act provisions
• Checks AOA for consistency with Companies Act requirements
• Verifies all required clauses are included
• Ensures language is appropriate and clear

Shareholder and Founder Verification:

• Verifies authenticity of shareholder IDs and citizenship documents
• Checks for duplicate registrations or conflicting interests
• Confirms authorized signatories
• Verifies proper signatures on all documents

Registered Office Verification:

• Confirms right to use registered office
• Verifies address exists and is appropriate
• Checks documentation supporting office location

Objectives Review:

• Confirms company objectives are clearly stated
• Verifies objectives do not conflict with restricted activities
• Checks if objectives require special approvals
• Identifies any restricted sector involvement

Fee Verification:

• Confirms registration fee payment received
• Verifies fee is appropriate for authorized capital
• Checks payment status in financial system

OCR Queries or Objections: If the OCR identifies issues requiring clarification:

• Applicant receives notice via email identifying specific problems
• Applicant has specified time (typically 7-15 days) to respond
• Response must address all queries satisfactorily
• Resubmission may be required for document corrections
• Application remains pending until satisfactory response received

Common Grounds for OCR Objections:

• Incomplete or illegible documents
• Missing required signatures or witness signatures
• Shareholders exceeding legal limits (for private companies)
• Conflicting information in documents
• Objectives requiring special approval not obtained
• Registered office verification documents inadequate

2.5 Step 5: Certificate of Incorporation Issuance

Issuance Criteria: Upon successful examination and satisfaction of all requirements, the OCR issues the Certificate of Incorporation.

Certificate Content: The Certificate of Incorporation includes:

• Company name (as approved and registered)
• Company registration number (unique identifier)
• Date of incorporation (day of certificate issuance)
• Registered office address
• Company type (Private/Public/Non-Profit)
• OCR seal and signature
• Official certificate number
• Statement that company is duly incorporated and authorized to conduct business

Receipt and Delivery:

• Certificate delivered electronically first (as PDF through CAMIS portal)
• Physical original certificate available for collection at OCR office
• Certificate can be downloaded from CAMIS portal
• Certified copies available from OCR upon request

Certificate Function and Authority: Upon receipt of Certificate of Incorporation:

• Company legally exists as a separate legal entity
• Company can acquire property and enter contracts in its own name
• Shareholders have limited liability
• Company can open bank accounts
• Directors gain authority to act on behalf of company
• Company can be sued and can sue others

Timeframe: The complete registration process (from name reservation to certificate issuance) typically takes 7-15 working days with proper documentation and no OCR queries. With queries or corrections needed, the process may take 20-30 days or longer.

Section 3: Specific Documentation Requirements

3.1 Documentation for Nepali Promoters

Promoter Definition: A promoter is a founder shareholder instrumental in establishing the company.

Required Documents:

National Citizenship Certificate or National ID Card:

• Original issued by district administration office
• Recent issue (preferably within 5 years)
• Must show citizenship number clearly
• Photocopy certified as true copy by authorized person
• Typically 2 certified copies required

Passport-Sized Photographs:

• 4cm × 6cm color photographs
• Recent photographs (within 6 months)
• Clear face visibility
• Typically 2-4 photographs per promoter
• Should be same quality and style

Proof of Registered Office:

• If renting: Current lease agreement with landlord identification
• If owning: Ownership document or title deed
• If company office: Agreement from property owner
• Supporting document: Electricity/water bill showing address
• Documents should be in promoter's name or with authorization letter

Residential Address Proof (sometimes required):

• Utility bill (electricity, water) in promoter's name
• Tax identification certificate
• Or other government-issued document showing address

No Objection Letter (if office is rented):

• Letter from landlord/property owner consenting to use as registered office
• Notarized or witnessed
• Particularly important for shared spaces

Shareholder Agreement (if multiple promoters):

• Agreement among promoters regarding share transfer restrictions
• Specifies voting rights and dividend rights
• Signed by all promoters
• Particularly important for private companies

3.2 Documentation for Foreign Promoters

Additional Complexity: Foreign promoters face additional requirements to verify identity, establish legitimacy, and comply with foreign investment regulations.

Required Documents:

Passport Copies:

• Attested copy of main passport pages showing:
  • Personal details (name, date of birth, nationality)
  • Passport number
  • Issue and expiry dates
  • Photo page
• Typically 2 certified copies
• Certification by authorized person (notary, embassy, legal professional)

Visa/Work Permit (if applicable):

• Copy of visa showing work authorization
• Proves legal right to establish business in Nepal
• Copy of work permit if applicable

Investor Background Documentation:

• Proof of financial capacity to invest
• Bank statement showing available funds
• Investment commitment letter
• Tax clearance from home country (sometimes required)

Company Registration Certificate (if founder is a company):

• Certified copy of company's registration certificate from home country
• English translation (certified as accurate)
• Board resolution authorizing investment in Nepal
• Proof of authority of authorized signatory

Investment Approval from Department of Industries:

• Formal approval for foreign investment in Nepal
• Specifies investment amount and business activity
• Issued by Department of Industries, Government of Nepal
• Essential for foreign ownership above certain thresholds

Power of Attorney (if using representative):

• Document authorizing representative to sign on behalf of foreign promoter
• Notarized and apostille certified
• Translated into English/Nepali
• Shows representative's authority

No Objection from Home Country (sometimes):

• Certificate from home country authorities permitting investment abroad
• Not always required but may be requested
• Depends on home country regulations

English Translation Requirements: All documents not in English or Nepali must be professionally translated:

• Translation by certified translator
• Translator must certify accuracy
• Translated documents typically require notarization
• Apostille certification for international recognition

Exemplified Documents: Foreign documents often require:

• Notarization (witnessed and certified)
• Apostille certification (international document certification under Hague Convention)
• These additional certifications verify authenticity

3.3 Document Formatting and Submission Standards

Format Requirements:

Physical Documents:

• Clear and legible copies
• Standard paper size (A4)
• Properly bound if multiple pages
• Numbered pages in proper sequence

Digital/PDF Format:

• High-quality scans (300 DPI minimum recommended)
• Clear, readable text and images
• Standard PDF format compatible with all systems
• File size reasonable for upload
• Each document separately uploaded

Language Requirements:

• Documents in English or Nepali acceptable
• Bilingual format permissible
• Non-English documents require English translation
• Translation must be certified by qualified translator

Signature Requirements:

• All founder signatures on MOA and AOA
• Signatures must be original (not photocopied/scanned in most cases now with digital submission)
• Signatures must be clear and identifiable
• Each founder's signature must appear on each page

Witness Requirements:

• Each shareholder must have witness signature
• Witness should be someone who can verify signer's identity
• Witness must provide name, address, and signature
• Witness need not be lawyer but must be credible

Professional Requirements:

• Document prepared by lawyer or chartered accountant
• Professional must sign documents with name, credentials, and date
• Professional's registration number must be included
• Professional assumes responsibility for document legality

Certification Requirements:

• Citizenship and passport documents must be certified copies
• "Certified true copy" certification required
• Certified by authorized person (officer, notary, lawyer)
• Certification provides legal validity

Original vs. Certified Copies:

• Initially, certified copies acceptable
• Some documents may require originals for final verification
• OCR may request original documents if questions arise
• Applicant should retain originals

Section 4: Registration Fees and Payment

4.1 Fee Structure

Fee Determination: Registration fees are determined by the company's authorized capital amount. The fee structure (as of 2082 BS / 2025 AD) is:

Fee Schedule (typical structure, subject to change):

Example Calculations:

Company with 500,000 NPR authorized capital: 1,000 NPR fee Company with 2,000,000 NPR authorized capital: 3,000 NPR fee Company with 10,000,000 NPR authorized capital: 10,000 NPR fee

Additional Fees:

• Name reservation fee: 500-1,000 NPR
• Certificate of Incorporation (original and copies): 100-200 NPR per copy
• Company search certificates: 100 NPR per search
• Document certification/attestation: 100-500 NPR per document
• Amendments and alterations: Vary by type of change

Total Registration Cost Estimate: Including all fees and associated costs (name reservation, document preparation, certification, certificate copies), total initial registration cost typically ranges from 5,000-20,000 NPR for simple private company registration.

4.2 Payment Methods and Procedures

Payment Options:

Online Payment:

• Direct payment through CAMIS portal
• Credit/debit card payment accepted
• Real-time payment confirmation
• Immediate receipt generation
• Most convenient and fastest method

Bank Transfer:

• Transfer to designated OCR bank account
• Specified in CAMIS system
• Must include application reference number in memo
• Receipt must be attached to application
• May take 2-3 days for processing

Bank Deposit:

• Deposit at designated banks (specified by OCR)
• Various banks in Kathmandu and branches
• Receipt must be submitted with application
• Deposit slip must clearly identify application
• Processing may take 2-3 days

Cheque Payment:

• Cheque drawn on Nepali bank
• Cheque in OCR's name
• Dated and signed properly
• Submitted with application
• Verification and clearance required

Payment Timing:

• Payment must be completed before final registration
• May be submitted before application or immediately after application submission
• Incomplete payment delays registration
• OCR tracks payment status in system

Payment Confirmation:

• Receipt showing payment amount, date, and reference number
• Reference number essential for tracking
• Confirmation number required in application
• Must be submitted with application if paying separately

Fee Calculation and Notification:

• CAMIS system automatically calculates fee based on authorized capital entered
• Applicant informed of exact fee before submission
• No hidden fees or surprise charges
• Payment may be adjusted if authorized capital changes

Section 5: Post-Registration Compliance

5.1 PAN Registration (Permanent Account Number)

Timeline: Should be completed within 15 days of receiving Certificate of Incorporation.

Purpose: PAN is the company's unique tax identification number issued by the Inland Revenue Department (IRD), essential for:

• Income tax filing
• VAT registration (if applicable)
• Banking and financial transactions
• Government contracts
• Legal business operations

Documents Required:

• Certificate of Incorporation (original or certified copy)
• Memorandum of Association (copy)
• Articles of Association (copy)
• Registered office address proof (lease agreement or electricity bill)
• Director/representative identification (citizenship or passport)
• Application form (PAN-1 or online form)

PAN Registration Process:

Online Application:

• Visit IRD portal (ird.gov.np)
• Complete PAN application form
• Upload required documents
• Submit through online system

Offline Application:

• Complete PAN-1 form (available from IRD)
• Attach required documents
• Submit at IRD office
• Physical submission to main office or regional office

Processing Timeline:

• Online applications: 3-5 working days
• Offline applications: 5-7 working days
• PAN certificate issued immediately upon approval
• PAN number provided for use

PAN Details:

• Unique 9-digit PAN number assigned to company
• Valid for company's entire existence
• Used in all financial transactions and tax filings
• Required for banking, contracts, and government dealings

VAT Registration (if applicable):

• If company's annual sales exceed VAT registration threshold (currently 5,000,000 NPR for most businesses)
• Mandatory VAT registration required
• Registration number obtained from IRD
• Monthly VAT filing obligations commence

5.2 Ward Office Registration

Timing: Should be completed within 30-45 days of Certificate of Incorporation receipt.

Purpose: Local ward office registration establishes the company's local business licensing and tax obligations at municipal level.

Documents Required:

• Certificate of Incorporation (original or certified copy)
• Registered office lease agreement or ownership document
• Proof of address (electricity bill, water bill, or landlord letter)
• Landlord/property owner identification (citizenship certificate)
• Application form (ward office format, varies by location)
• Director/representative identification

Ward Registration Process:

Locate Appropriate Ward Office:

• Identify ward office covering registered office location
• Contact ward office for specific requirements (vary by location)
• Obtain application forms and required document list

Document Submission:

• Submit all required documents to ward office
• Original documents and certified copies as required
• Pay any local registration fees
• Receive acknowledgment

Verification and Approval:

• Ward office verifies company registration
• Confirms registered office location
• Approves local business operation
• Issues local registration certificate

Certificate Receipt:

• Issued within 7-15 days of application
• Shows company registration at local level
• Essential for local business operations
• Required for various local permits and licenses

Local Fees: Ward offices charge registration fees varying by location and company type (typically 100-5,000 NPR depending on location and business type).

5.3 Social Security Fund (SSF) Registration

Applicability: Required for all companies employing workers subject to social security coverage.

Timing: Should be completed immediately upon employment of covered workers.

Purpose: SSF registration establishes company's obligation to contribute to workers' social security and provides workers with social protection.

Registration Process:

Account Creation: Visit SSF online portal (ssf.gov.np) and create employer account

Information Submission: Provide company registration details, business information, employee list

Monthly Contribution: Employer must contribute 11% of employee salary; employee contributes 31% of salary (percentages may vary)

Compliance: File monthly contribution reports and fund deposits with SSF

Benefits: Provides workers with retirement, disability, death, and medical benefits

5.4 Bank Account Opening

Timing: Should be completed promptly after incorporation for operational needs.

Purpose: Corporate bank account essential for:

• Deposit of authorized capital
• Business transactions
• Payroll processing
• Tax and government payments

Required Documents:

• Certificate of Incorporation
• Memorandum and Articles of Association
• Board resolution authorizing account opening
• Director and authorized signatory identification
• Registered office address proof
• PAN certificate
• Original company registration documents

Bank Account Opening Process:

• Visit bank of choice with required documents
• Complete account opening application
• Provide required documentation
• Board resolution authorizing signatories
• Signatory identification and verification
• Deposit initial balance (varies by bank)
• Receive account number and banking access

Initial Capital Deposit: Company must deposit the authorized capital amount (or at least paid-up capital) within specified timeframe as per company bylaws (typically within 3-6 months of incorporation).

5.5 Share Registry Establishment

Purpose: Share registry is official record of:

• Names and addresses of all shareholders
• Number and class of shares held by each shareholder
• Share issuance and transfer dates
• Dividend and payment records

Requirement: While not legally mandatory, share registry is practically essential for:

• Banking purposes (most banks require for account opening)
• Dividend payment and tracking
• Share transfer verification
• Legal compliance verification

Registry Contents:

• Chronological record of all share transactions
• Details of each shareholder (name, address, ID number)
• Shares held by each (number, class, value)
• Issue and transfer dates
• Authorized signatory for registry maintenance

Registry Maintenance:

• Updated for all share transfers
• Maintained by company secretary or designated person
• Annual verification and reconciliation
• Provided to auditors and company registry office

5.6 Three-Month Compliance and First Board Meeting

Critical Three-Month Deadline: Within three months of Certificate of Incorporation receipt, companies must complete specific compliance requirements.

Required Actions:

First Board Meeting:

• Directors must meet and constitute the board
• Meeting documentation (agenda, attendance, minutes)
• Key decisions regarding company operations

Board Resolutions Needed:

• Authorization of signatories for banking and contracts
• Appointment and remuneration of auditor
• Appointment of company secretary (if required)
• Dividend policy and profit distribution
• Accounting policy and financial year
• Any other essential governance matters

Share Allotment and Certificates:

• Formal allotment of shares to shareholders
• Share certificates issued to each shareholder
• Return of allotment filed with OCR

Register Establishment:

• Statutory registers established (member register, director register, etc.)
• Proper book-keeping system established
• Accounting records commencement

Return of Allotment Filing:

• File formal Return of Allotment with OCR
• Documents shares issued to shareholders
• Required within 30 days of share allotment
• Failure to file within 3 months may result in penalties

Auditor Appointment:

• Public company: Audit mandatory
• Private company: Audit required if turnover exceeds threshold or meets specific criteria
• Auditor formally appointed by shareholders
• Auditor's consent obtained

Non-Compliance Consequences: Failure to complete three-month compliance may result in:

• Administrative penalties and fines
• Suspension of company privileges
• Director liability under Companies Act
• Regulatory action by OCR
• Company dissolution proceedings

Section 6: Company Types - Detailed Registration Variations

6.1 Private Company Registration Specifics

Advantages for Private Company Format:

• Simpler compliance requirements
• Fewer formal procedures
• Flexibility in operations
• Confidentiality of ownership
• Lower regulatory scrutiny

Specific Requirements for Private Companies:

MOA Restrictions: Articles may include restrictions on:

• Share transfer (require board/member approval)
• Number of shareholders
• Nature of members
• Member rights

AOA Provisions: Should include specific provisions regarding:

• Right of first refusal on share sales
• Restrictions on new member admission
• Exit mechanisms for members

Shareholder Restrictions:

• Maximum 101 shareholders
• Cannot invite public investment
• Shares cannot be traded publicly

One-Person Private Company: As per 2063 Act:

• One shareholder permissible for private company
• One director allowed
• Still requires MOA and AOA
• Significantly simpler compliance

Conversion Possibility: Private companies can be converted to public by:

• Shareholder approval
• Increase shareholder base to 7+
• Amendment of MOA/AOA
• OCR approval of conversion

6.2 Public Company Registration Specifics

Additional Requirements for Public Companies:

Prospectus (if making public offering):

• Detailed document describing company and securities offered
• Must comply with Securities Act
• Filed with Securities Board before offering
• Must undergo SEBON (Securities Board of Nepal) approval

Minimum Shareholder Base:

• Minimum 7 shareholders at registration
• No maximum shareholder limit
• Allows for substantial public investment

Share Capital Requirements:

• Minimum 1,000,000 NPR authorized capital
• Higher minimum than private companies
• Reflects greater financial obligations

Listing Requirements (for stock exchange):

• Must meet Nepal Stock Exchange criteria if listing desired
• Professional standards
• Regular disclosures
• Market surveillance compliance

Disclosure and Reporting:

• Quarterly and annual financial reports
• Corporate governance disclosures
• Related party transaction disclosures
• Directors' and executives' compensation disclosure

Additional Board Requirements:

• Minimum 3 directors (vs. 1 for private)
• Independent director requirements
• Audit committee requirements
• Other board committees

Public Company Advantages:

• Access to capital markets
• Ability to raise funds through public offerings
• Enhanced credibility and prestige
• Share liquidity through stock exchange
• Access to larger customer base due to credibility

6.3 Non-Profit Company (Section 166) Registration

Special Features of Non-Profit Format:

Surplus Not Distribution:

• Any surplus earned must be reinvested in company's objectives
• Cannot distribute profits to members
• Promotes altruistic objectives

Tax Benefits:

• May qualify for income tax exemption (subject to compliance)
• May qualify for customs duty exemptions on imports
• May qualify for VAT exemptions
• Substantial cost savings

Membership Structure:

• Minimum 7 members (vs. shareholders in profit companies)
• Members have voting rights
• No ownership of company per se (members do not own shares)

Charitable/Social Objectives:

• Primary objectives must be charitable, educational, social, or public-benefit
• Cannot be primarily commercial
• Detailed objectives clause required
• Must serve public interest

Governance:

• Members elect governing body (board)
• Board manages organization
• Annual members' meeting required
• Democratic governance structure

Registration Documents:

• MOA with emphasis on non-profit objectives
• AOA establishing member governance
• Bylaws establishing member rights
• At least 7 founding members
• Documentation of charitable purpose

Registration Procedure: Same as profit companies with modifications emphasizing non-profit character.

Section 166 Reference: Section 166 of Companies Act 2063 specifically governs non-profit company registration.

Common Non-Profit Company Types:

• NGOs and development organizations
• Educational institutions
• Healthcare providers
• Professional associations
• Charitable organizations
• Community-based organizations

Section 7: Common Registration Challenges and Solutions

7.1 Frequent Registration Problems

Problem: Duplicate or Similar Company Names

Issue: Proposed name already exists or too closely resembles existing name

Solution: Conduct thorough name search on OCR portal, check alternative names, submit multiple name options, ensure uniqueness through creative naming

Problem: Incomplete or Incorrect Documentation

Issue: Missing documents, illegible signatures, unsigned documents, incomplete information

Solution: Carefully review requirement checklist, ensure all signatures present, verify document legibility, obtain professional assistance for document preparation, double-check all information for accuracy

Problem: Signature and Witness Issues

Issue: Signatures missing, unclear or smudged, witness signatures absent, witness lacking credibility

Solution: Ensure original signatures (not scanned), clear signature from each founder, obtain proper witness signatures, use credible witnesses (preferably professionals), verify all pages signed

Problem: Registered Office Documentation Deficiency

Issue: Office address proof inadequate, address doesn't exist or inaccessible, lease agreement unclear

Solution: Obtain clear lease agreement or ownership document, provide utility bill matching address, ensure office is physically accessible, provide landlord's no-objection letter

Problem: Foreign Promoter Verification Issues

Issue: Passport authenticity questioned, investment approval missing, translation inadequate

Solution: Provide well-attested passport copies, obtain Department of Industries approval before registration, use certified translators, provide apostille certification for international documents

Problem: Authorized Capital Mismatch

Issue: Authorized capital in MOA doesn't match application form, conflicts with fee category

Solution: Ensure consistency between MOA and application, verify authorized capital calculation, ensure sufficient capital for company type

Problem: Objectives Clause Concerns

Issue: Objectives unclear, requires government approval not obtained, objectives too broad or too narrow

Solution: Clearly state specific business activities, obtain required approvals before registration, define objectives with appropriate detail and breadth

7.2 Appeals and Corrections

OCR Objection Process: If OCR raises objections:

• Applicant receives detailed notice of issues
• Typically 7-15 days provided to respond
• Response must address each objection specifically
• Correction may involve document resubmission

Document Corrections:

• Corrected documents resubmitted
• OCR re-examines corrected documents
• Additional charges may apply for amendments
• Process typically 5-7 days for reexamination

Appeals: If applicant disagrees with OCR rejection:

• Appeal process may be available per Companies Act procedures
• Written request for reconsideration submitted
• Includes detailed explanation of disagreement
• May require legal professional assistance

Extended Timelines: Complex cases may take:

• 30-45 days with queries and corrections
• 60+ days if appeals required
• Applicants should plan accordingly

Section 8: Foreign Company Registration

8.1 Special Procedures for Foreign Companies

Applicability: Companies incorporated outside Nepal but operating in Nepal must register as foreign companies.

Key Differences from Domestic Registration:

Approval Requirements:

• Department of Industries approval required before registration
• Specifies investment amount and business activities
• Establishes legitimacy of foreign investment

Document Translation:

• All foreign documents require English/Nepali translation
• Translation by certified translator required
• Attestation and notarization typically needed

Additional Verification:

• Authenticity of foreign company verified
• Investment legitimacy confirmed
• Representative authority verified

Registration Requirements:

• Application form for foreign company registration
• Certified copy of foreign company's certificate of incorporation
• Translated copy of MOA and AOA
• List of directors (with addresses and IDs)
• Registered office in Nepal
• Representative in Nepal (authorized to act)
• Department of Industries approval
• Investment commitment letter

Timeframe: Foreign company registration typically takes 15-30 days depending on complexity and approval status.

8.2 Branch vs. Subsidiary Registration

Foreign Subsidiary: Separate company incorporated in Nepal:

• Full compliance with Companies Act 2063
• Separate legal entity from parent company
• Separate financial statements and reporting
• Nepal-based shareholders and directors
• Full Three-month compliance required

Foreign Branch: Operational branch of foreign company:

• Not separate legal entity
• Represents parent company in Nepal
• Simpler registration than subsidiary
• Less regulatory compliance
• Financial results consolidated with parent

Choice Considerations:

• Subsidiary: Full liability protection, easier financing
• Branch: Simpler compliance, cost savings
• Subsidiary: Tax implications differ
• Subsidiary: Stock exchange listing possibilities

Conclusion: Successful Company Registration

Company registration in Nepal is a structured, multi-step legal process requiring comprehensive documentation, regulatory compliance, and post-registration obligations. Success requires understanding the legal requirements, careful document preparation, attention to detail, and professional guidance.

The process establishes the company as a separate legal entity with the rights and obligations established by the Companies Act 2063. Proper registration ensures legal validity, stakeholder protection, access to capital, and regulatory compliance essential for successful business operations.

For entrepreneurs, startup founders, business consultants, and legal professionals, mastery of the company registration process—including name reservation, document preparation, OCR procedures, fee structures, and post-registration compliance—enables efficient company formation and establishes the legal foundation for successful business operations.