Introduction
Company registration in Nepal is managed by the Office of the Company Registrar (OCR) and is essential for operating legally. This guide provides a detailed breakdown of the types of companies you can register, required documents, registration steps, fees, and post-registration requirements.
Types of Companies
Based on Nepalese law, companies are categorized as:
- Private Limited Company: For small to medium enterprises with limited liability.
- Public Limited Company: Suitable for large-scale businesses with provisions for more shareholders.
- Non-Profit Company: Organizations like NGOs operate under this type.
Company Registration Process
- Company Name Reservation: Submit your proposed company name for OCR approval. This may take 3-7 days.
- Prepare MOA and AOA: Draft the Memorandum of Association and Articles of Association detailing company objectives, management policies, and shareholder information.
- Document Collection and Submission: Collect notarized copies of required documents, including identity proofs of shareholders and company address proof.
- Application Review and Fee Payment: The OCR reviews your application. If corrections are needed, revise and resubmit. Government registration fees depend on authorized capital.
- Company Registration Certificate: Upon approval, OCR issues the certificate, making your company a legal entity in Nepal.
- Tax Registration: Obtain a Permanent Account Number (PAN) and Value Added Tax (VAT) registration from the Inland Revenue Office.
Documents Required for Company Registration in Nepal
| S.N. | Documents | Number of Copies |
|---|---|---|
| 1 | Application for registration | 1 set original |
| 2 | Memorandum of association and articles of association of the proposed company | 2 sets original each |
| 3 | National ID card | 1 copy |
| 4 | Shareholder’s agreement (if any) | 1 copy |
| 5 | Certificate of registration and other documents if the shareholder is a company | 1 copy |
| 6 | Corporate resolution of the shareholder if the shareholder is a company | 1 copy |
| 7 | Copy of prior approval of the DOI if the shareholder is a foreign investor | 1 copy |
Government Fees for Company Registration
Private Company Registration Fees
| S.N. | Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|---|
| 1 | Up to 1,00,000 | 1,000 |
| 2 | 1,00,001 to 5,00,000 | 4,500 |
| 3 | 5,00,001 to 25,00,000 | 9,500 |
| 4 | 25,00,001 to 1,00,00,000 | 16,000 |
| 5 | 1,00,00,001 to 2,00,00,000 | 19,000 |
| 6 | 2,00,00,001 to 3,00,00,000 | 22,000 |
| 7 | 3,00,00,001 to 4,00,00,000 | 25,000 |
| 8 | 4,00,00,001 to 5,00,00,000 | 28,000 |
| 9 | 5,00,00,001 to 6,00,00,000 | 31,000 |
| 10 | 6,00,00,001 to 7,00,00,000 | 34,000 |
| 11 | 7,00,00,001 to 8,00,00,000 | 37,000 |
| 12 | 8,00,00,001 to 9,00,00,000 | 40,000 |
| 13 | 9,00,00,001 to 10,00,00,000 | 43,000 |
| 14 | Above 10,00,00,000 | 30 per 1,00,00,000 |
Public Company Registration Fees
| S.N. | Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|---|
| 1 | Up to 1,00,00,000 | 15,000 |
| 2 | 1,00,00,001 to 10,00,00,000 | 40,000 |
| 3 | 10,00,00,001 to 20,00,00,000 | 70,000 |
| 4 | 20,00,00,001 to 30,00,00,000 | 1,00,000 |
| 5 | 30,00,00,001 to 40,00,00,000 | 1,30,000 |
| 6 | 40,00,00,001 to 50,00,00,000 | 1,60,000 |
| 7 | Above 50,00,00,000 | 3,000 per 1,00,000 |
Post-Registration Compliances
- Obtain necessary business licenses (e.g., tourism requires Ministry approval).
- Initial OCR compliances: Document auditor appointments and update addresses.
- Company Seal Creation: Prepare a seal with the company’s name.
- Ward Office Registration: Register locally before obtaining PAN.
- Permanent Account Number (PAN): Secure PAN after biometric updates.
- Open Company Bank Account: Essential for financial transactions.
- Annual Compliances: Maintain shareholder registers, update BoD, and file reports.
Conclusion
Registering a company in Nepal requires a step-by-step approach, from name reservation to post-registration compliance. Following each step accurately ensures a smooth start to your business venture.