Registering a company in Nepal is a well-defined process that takes place at the Office of the Company Registrar (OCR) under the Companies Act 2063. For a straightforward private limited company the paperwork is light, the government fees are modest, and the whole incorporation can be completed in days once the name is cleared. What takes longer, and costs more, is everything around it: name clearance, PAN and VAT, the corporate bank account and, for foreign investors, the separate foreign investment approval.
The different company types
- Private limited company — the default structure for most businesses and foreign subsidiaries, with a cap on shareholders and no public offering.
- Public limited company — for larger businesses that may raise capital from the public; heavier regulation and reporting.
- Not-for-profit company — for non-profits, separate from the NGO route discussed elsewhere.
- Branch or liaison office — for a foreign company entering Nepal without incorporating a local subsidiary.
The registration process step by step
- Name clearance. The proposed company name is submitted to the OCR for availability and clearance.
- Prepare documents. Draft the memorandum and articles of association, which set out the name, capital, shareholders and governance.
- Filing and registration. The incorporation application and documents are filed with the OCR and, once approved, the certificate of incorporation issues.
- Tax registration. Obtain the PAN from the Inland Revenue Office and register for VAT if the business will cross the threshold.
- Bank account. Open the corporate bank account and, where foreign investment is involved, remit the capital through banking channels.
- Sector approvals. Register with the Department of Industry where the business is an industry, and obtain any sector licences.
Costs
The government component of incorporation is modest: an application fee for name clearance, a registration fee based on the authorised capital, and a nominal PAN registration. The largest line is professional fees, which vary with the chosen capital structure, the drafting required, and the sector approvals involved, and they are agreed up-front before work starts. For a foreign company, the separate foreign investment approval adds both time and cost to the file.
Timeline
With complete documents, name clearance and registration at the OCR can be completed within a matter of days to a couple of weeks, depending on the office's workload. The full set-up, including PAN, VAT, the bank account and sector approvals, is realistically a three-to-six-week process. Foreign investments add the approval stage, which is described in our guide for foreign investors.
Documents you will need
- Citizenship, passport or company documents of each shareholder and director
- Proposed company name and registered office address
- Memorandum and articles of association
- Details of authorised and issued capital
- Identification and PAN details of the directors and, for a foreign company, the board resolution authorising the subsidiary
What happens after incorporation
Incorporation is the beginning of compliance rather than the end. The company must maintain statutory registers, convene board and general meetings, keep share records current, and file its annual returns. The corporate secretarial work is easy to let slide in the first year, and it is precisely then that errors are most expensive to correct. Our annual compliance and corporate secretarial services keep the statutory work on a calendar so the company stays in good standing.
How we can help
We prepare and file company registrations at the OCR, draft the memorandum and articles, and manage the post-incorporation steps, including PAN, VAT and year-one compliance. Explore our corporate practice or start your registration.