Most businesses in Nepal are registered as private limited companies under the Companies Act 2063. The process runs through the Office of the Company Registrar (OCR) in Tripureshwor, Kathmandu, and since the launch of the OCR online portal almost every step begins on a screen rather than at a counter. This guide walks through the sequence we follow for clients, including the parts that happen after the OCR issues your certificate, which is where most founders get caught out.
Choose the right type of company
A private limited company needs at least one shareholder and can have up to 101. It cannot offer shares to the public, which is exactly what most owner-managed businesses want. A public limited company needs at least seven promoters and a minimum paid-up capital of NPR 10 million, and it is only worth the compliance burden if you plan to list on the stock exchange or take deposits. A single-shareholder company is permitted and is the usual structure for consultants and sole founders.
| Feature | Private Limited | Public Limited |
|---|---|---|
| Minimum shareholders | 1 | 7 |
| Maximum shareholders | 101 | No limit |
| Minimum paid-up capital | No statutory minimum | NPR 10,000,000 |
| Public share offering | Not allowed | Allowed |
| Company secretary required | No | Yes, if capital exceeds NPR 10 million |
Reserve your company name online
Create an account on the OCR portal and submit up to three preferred names in order of priority. The registrar rejects names that are identical or confusingly similar to an existing company, that use words such as 'Nepal', 'National' or 'Bank' without permission, or that suggest a government connection. Approval normally takes two to three working days, and a reserved name is held for 35 days while you prepare the incorporation documents.
Prepare and file the incorporation documents
The core documents are the Memorandum of Association, which sets out the company's name, objectives and authorised capital, and the Articles of Association, which govern how the company is run internally. Both must be signed by every promoter and uploaded in the OCR's prescribed format. You will also upload citizenship certificates of the shareholders and directors, passport-size photographs, and a consent letter from any director who is not also a shareholder.
- Application form (Anusuchi 1) generated by the OCR portal
- Memorandum of Association signed by all promoters
- Articles of Association signed by all promoters
- Copies of citizenship certificates (or passports for foreign shareholders)
- Consent letters of proposed directors
- If a shareholder is itself a company: its registration certificate and board resolution
Pay the registration fee and collect the certificate
Registration fees are calculated on authorised capital. A company with authorised capital of up to NPR 100,000 pays NPR 1,000, while the fee rises in bands to NPR 43,000 for capital above NPR 100 million. Once the registrar approves the filing you pay at the OCR counter or through the portal's e-payment link and the Certificate of Incorporation is issued, usually within five to seven working days of a clean application.
What comes after the OCR certificate
The incorporation certificate alone does not let you trade. Within 35 days you must register with the Inland Revenue Department for a Permanent Account Number (PAN), and if your projected turnover exceeds NPR 5 million (or NPR 3 million for services) you must also register for VAT. Your ward office issues a business operation registration, and depending on the sector you may need a licence from the Department of Industry, Department of Commerce, or the relevant regulator. Finally, you must file the shareholders' and directors' details with the OCR within three months of incorporation and hold your first annual general meeting within one year.