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2 years ago

How to register a Company in Nepal ?

How to Register a Company in Nepal (OCR) — Step-by-Step Guide

This guide explains the company registration process under the Companies Act, 2006 and the Office of Company Registrar (OCR) requirements. It covers name reservation, document preparation, uploading, fees, approval, and important notes for a successful registration.

Overview

To establish a business in Nepal, you must register your company with the Office of Company Registrar (OCR). The OCR has the legal authority to approve company registration under the Companies Act, 2006. Proper planning, accurate paperwork, and following OCR procedures will help ensure a smooth registration.

Quick Summary (At a Glance)

  • Step 1: Reserve a unique company name with OCR eServices
  • Step 2: Prepare and notarize required documents (Memorandum & Articles, shareholder details)
  • Step 3: Upload documents and complete the online registration form
  • Step 4: Pay OCR registration fees using the reference number and TIN
  • Step 5: Wait for OCR review and receive the Certificate of Registration

1. Name Your Business (Name Reservation)

Before registering a private company in Nepal, reserve your company name through OCR's eServices. The name must be unique and comply with OCR naming rules.

  1. Visit OCR's official website and open the eServices section.
  2. Create a user account (provide required details) and confirm your email to receive login credentials.
  3. After logging in, go to Name Check / Reservation → Name Reservation Request Form, then submit the proposed name for review.
  4. OCR will approve or reject the name via email. If rejected, choose a different unique name and repeat the reservation process.

2. Prepare Required Documents

Collect digital copies of all documents required by OCR. Typical documents include:

  • Memorandum of Association (MOA) and Articles of Association (AOA) — written in Nepali on durable paper and notarized
  • Founding shareholders' full names, addresses, signatures and fingerprints
  • Witness information (if required)
  • Proof of identity and address for shareholders (citizenship, passport, or other valid ID)
  • Taxpayer Identification Number (TIN) for the company or shareholders
  • Board resolution or power of attorney (if an authorized representative files the application)

Tip: Scan all originals at high resolution and keep PDF copies. Ensure the MOA and AOA pages are signed by founding shareholders and witnesses as required.

3. Upload Documents & Complete the Online Form

Use your OCR eServices account to fill and submit the company registration application:

  1. Login to OCR eServices and open the Company Registration form.
  2. Enter: company and branch details, authorized capital, shareholder details, company objectives, and other requested fields.
  3. Upload scanned copies of MOA, AOA, shareholder IDs, TIN certificates and any other required documents in the document details section.
  4. Preview the application carefully, verify that all fields are correct, then submit the form.

4. Pay the Registration Fee

After submission you will receive an email with a reference number and the registration fee amount. Use that reference number and the company's TIN to pay the fee via the permitted payment channels listed by the OCR.

5. Wait for OCR Approval

OCR will review your submission and may request additional information or clarifications by email. After successful review, OCR will issue the Certificate of Registration, and your company will be legally registered in Nepal.

Important Points & Legal Requirements

Document format and signatures:

  • MOA and AOA must be written on one side of a durable paper in clear Nepali (as specified by OCR).
  • Each page should be signed at the bottom by founding shareholders.
  • The final section must list founder names, addresses, signatures, share allotments, and fingerprints beneath signatures.
  • Include witness names, addresses and signatures where needed.
  • At least one founding shareholder should be physically present at the shareholder's office during registration (as required by OCR).

Post-Registration: Licenses, Permits & Next Steps

Company registration alone does not authorize business operations. Depending on your industry and location you may need:

  • Industry-specific licenses (e.g., tourism, banking, manufacturing)
  • Local municipality permits and trade licenses
  • VAT registration (if turnover threshold applies)
  • Employment insurance and social security registrations for staff

Check relevant government departments and local authorities to obtain the required operational permits before commencing business activities.

Frequently Asked Questions (FAQ)

How long does the OCR registration take?

Processing time varies by case and completeness of documents. OCR may request additional information which can extend timelines.

Can a foreigner register a company in Nepal?

Foreign investment is allowed in many sectors but may require additional approvals from concerned ministries and compliance with foreign investment rules. Seek professional legal or consultancy advice for foreign ownership structures.

What if the OCR rejects my documents?

OCR will typically specify the reason for rejection. Correct the issue, prepare the requested documents, and resubmit following OCR instructions.

Disclaimer: This guide is for informational purposes only and does not constitute legal advice. OCR procedures and laws may change — always refer to the official OCR website (ocr.gov.np) or consult a legal professional for the latest requirements.