Company Registration Process in Nepal: Step-by-Step Legal Guide
Company Registration Process in Nepal: Step-by-Step Legal Guide
Registering a company is the first step toward building a successful business. At Top Legal Advisers, we simplify the complexities of the Nepalese legal system for entrepreneurs and foreign investors. This guide covers everything from the governing laws to the latest fee structures for 2026.
What Laws Govern Company Registration in Nepal?
The primary legislation is the Companies Act, 2006 (2063). The competent authority for all corporate registrations and filings is the Office of Company Registrar (OCR) under the Ministry of Industry, Commerce, and Supplies.
Types of Companies under the Companies Act
Choosing the right business structure is vital for tax planning and liability.
- Private Company: Ideal for small to medium businesses. It is restricted from raising funds from the general public and allows a maximum of 101 shareholders.
- Public Company: Required for large-scale operations or specific sectors (Banking, Insurance). It requires a minimum of 7 shareholders and has no maximum limit.
- Profit-not-distributing Company: Formed for social, academic, or welfare objectives. These entities cannot distribute dividends to members.
Pro Tip: As per recent amendments, Non-Resident Nepalis (NRNs) can now formally act as company promoters by providing a notarized copy of their NRN Citizenship.
Advantages of a Limited Liability Company
- Limited Liability: Your personal assets are protected; your liability is limited only to your investment.
- Separate Legal Entity: The company can own property and enter into contracts in its own name.
- Perpetual Succession: The company continues to exist regardless of changes in shareholders.
Step-by-Step Online Registration Procedure (2026)
The OCR now operates fully through a digital portal, making the process faster.
- Name Reservation: Check name availability on the OCR website. Once approved, the name is reserved for 30 days.
- Document Submission: Upload digitized copies of the Memorandum of Association (MOA) and Articles of Association (AOA).
- OCR Verification: The Registrar examines the documents for compliance with the Companies Act.
- Issuance of Certificate: Upon approval and payment of fees, a digital Company Registration Certificate is issued.
- Tax & Local Registration: Register for PAN/VAT at the Inland Revenue Office and obtain a business license from your local Ward Office.
Required Documents for Registration
| S.N. | Documents Required | Format |
| 1 | Application for Registration | 1 Original |
| 2 | Memorandum of Association (MOA) | 2 Sets Original |
| 3 | Articles of Association (AOA) | 2 Sets Original |
| 4 | National ID / Citizenship / Passport Copy | 1 Copy |
| 5 | Shareholder’s Agreement (if any) | 1 Copy |
| 6 | Corporate Resolution (if a company is a shareholder) | 1 Copy |
| 7 | FDI Approval Letter (for foreign shareholders) | 1 Copy |
Capital Requirements & Government Fees
The registration fee is determined by the Authorized Capital of the company.
1. Minimum Investment Thresholds
- Private Company: No general statutory minimum (though NPR 100,000 is common for practicality).
- Public Company: Minimum NPR 10,000,000 (1 Crore).
- Foreign Investment (FDI): Minimum NPR 20,000,000 (2 Crore) per investor.
2. Private Company Fee Structure
| Authorized Capital (NPR) | Registration Fee (NPR) |
| Up to 100,000 | 1,000 |
| 100,001 – 500,000 | 4,500 |
| 500,001 – 2,500,000 | 9,500 |
| 2,500,001 – 10,000,000 | 16,000 |
| 10,000,001 – 20,000,000 | 19,000 |
| 20,000,001 – 30,000,000 | 22,000 |
| 30,000,001 – 40,000,000 | 25,000 |
| 40,000,001 – 50,000,000 | 28,000 |
| Above 1,000,000,000 | 30 per additional 1 Crore |
3. Public Company Fee Structure
| Authorized Capital (NPR) | Registration Fee (NPR) |
| Up to 10,000,000 | 15,000 |
| 10,000,001 – 100,000,000 | 40,000 |
| 100,000,001 – 200,000,000 | 70,000 |
| 200,000,001 – 300,000,000 | 100,000 |
| Above 500,000,000 | 3,000 per additional 1 Lakh |
Frequently Asked Questions (FAQs)
Q. How long does the process take?
Typically, 7 to 10 working days, provided the documentation is accurate.
Q. Is a physical office required?
Yes. You must provide a registered office address in Nepal and register with the local Ward Office within 30 days of incorporation.
Q. Can foreigners own 100% of a company?
In most sectors (like IT, Manufacturing), 100% foreign ownership is allowed. Restricted sectors (like Agriculture or Travel Agencies) may have specific limitations or require local partners.
Q. What is "Sweat Equity" in the 2025 Amendment?
Recent laws now allow companies to issue shares for non-cash contributions, such as Intellectual Property (IP) or technical know-how, provided they are backed by an independent valuation.
Need Professional Assistance?
Navigating the Office of Company Registrar can be daunting. Top Legal Advisers provides end-to-end support for name reservation, drafting constitutional documents, and tax registration.