Company registration in Nepal is the legal process of incorporating a business entity under the Companies Act, 2063 (2006). All registrations are processed through the Office of Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies at Tripureshwor, Kathmandu. Since Shrawan 2081 (July 2024), the OCR has moved to the CAMIS (Company Administration and Management Information System) digital platform, making the entire registration process fully online at camis.ocr.gov.np.
Once registered, a company gains a separate legal identity from its shareholders — it can own property, enter contracts, sue and be sued, open bank accounts, and conduct business in its own name. Nepal has over 250,000 registered companies, and the OCR processes thousands of new registrations every year. This guide covers every company type, the complete registration process, fees, required documents, foreign company registration, post-registration compliance, and practical guidance under the Companies Act 2063.
The Companies Act 2063 recognizes seven types of companies that can be registered in Nepal.
| Company Type | Legal Basis | Min Shareholders | Max Shareholders | Key Feature |
|---|---|---|---|---|
| Private Limited (Pvt. Ltd.) | Section 2(b) | 1 | 101 | Most common; cannot offer shares to public; limited liability |
| Public Limited (Ltd.) | Section 2(c) | 7 | No limit | Can issue shares publicly via NEPSE; NPR 1 crore min paid-up capital |
| Profit Not Distributing | Section 166 | 5 | No limit | Non-profit; profits reinvested in objectives; no dividend distribution |
| Foreign Company | Section 2(f), FITTA 2019 | Per home country | Per home country | Must register with OCR and comply with FITTA; local representative required |
| Single Shareholder Company | Section 3 | 1 | 1 | One person owns 100% shares; suitable for solo entrepreneurs |
| Holding Company | Section 2(h) | Per type | Per type | Controls one or more subsidiary companies through share ownership |
| Subsidiary Company | Section 2(i) | Per type | Per type | Controlled by a holding company; operates as a separate legal entity |
The two most common company types — private and public — have significant structural and regulatory differences.
| Feature | Private Limited (Pvt. Ltd.) | Public Limited (Ltd.) |
|---|---|---|
| Shareholders | 1–101 | 7 or more (no upper limit) |
| Directors | Minimum 1 | Minimum 3, maximum 11 |
| Minimum paid-up capital | NPR 1,00,000 | NPR 1,00,00,000 (1 crore) |
| Public share offering | Not permitted | Required; shares traded on NEPSE |
| Share transfer | Restricted; subject to shareholder agreement | Freely transferable on stock exchange |
| Audit requirement | Annual audit required | Annual audit required; stricter reporting |
| Name suffix | “Private Limited” or “Pvt. Ltd.” | “Limited” or “Ltd.” |
| Conversion | Can convert to public via special resolution | Can convert to private with OCR approval |
Since Shrawan 2081, the company registration process is fully digital through the CAMIS portal. Here is the complete step-by-step process.
| Step | Action | Where | Details |
|---|---|---|---|
| 1 | Create CAMIS account | camis.ocr.gov.np | Register with email and mobile; verify via OTP; complete promoter profile with photo and citizenship/ID |
| 2 | Reserve company name | CAMIS portal | Search name availability in English and Nepali; submit reservation (NPR 100 fee); valid for 35 days; prepare 3+ alternatives. Names rejected if: duplicate, single word, offensive, or uses government terminology |
| 3 | Draft MOA and AOA | Offline / legal counsel | Memorandum of Association (objectives, capital, scope) and Articles of Association (governance, voting, dividends). Must comply with Companies Act 2063; in Nepali or English; signed by all promoters |
| 4 | Upload documents | CAMIS portal | Upload MOA, AOA, citizenship copies, photos, director consent letters, registered office proof. System validates completeness and flags missing items |
| 5 | Pay registration fees online | CAMIS portal | Fees based on authorized capital (see fee table below); pay via bank transfer, eSewa, ConnectIPS, or mobile banking; upload receipt |
| 6 | OCR review and verification | OCR office | OCR reviews documents for compliance; may request corrections or additional documents; typical processing: 7–15 working days |
| 7 | Certificate of Incorporation | CAMIS portal | Digitally signed certificate issued via CAMIS with QR code for verification; download directly from portal |
| 8 | PAN registration | Inland Revenue Department | Mandatory; apply at IRD portal with Certificate of Incorporation and company documents |
| 9 | Ward office registration | Local municipality ward | Register business at local ward office; pay business tax |
| 10 | Post-registration compliance | Various | Open corporate bank account, appoint auditor and notify OCR, register with Social Security Fund (SSF), frame and display certificate at office |
Registration fees are determined by the company’s authorized capital. The current OCR fee structure is:
| Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|
| Up to 1 lakh | 1,000 |
| Up to 5 lakh | 4,500 |
| Up to 25 lakh | 9,500 |
| Up to 1 crore | 16,000 |
| Up to 5 crore | 22,000 |
| Up to 10 crore | 45,000 |
| Up to 25 crore | 75,000 |
| Up to 50 crore | 1,10,000 |
| Above 50 crore | 1,50,000 |
Additional costs: Name reservation (NPR 100), legal consultation for MOA/AOA drafting (NPR 10,000–50,000 depending on complexity), notarization, and stamp paper. Total cost for a typical private limited company with minimum capital: approximately NPR 15,000–50,000 including all fees and professional services.
All documents must be uploaded to the CAMIS portal in Nepali or English. Foreign-language documents require certified translation.
| # | Document | Details |
|---|---|---|
| 1 | Company name reservation approval | Approved name from CAMIS (valid 35 days) |
| 2 | Memorandum of Association (MOA) | Objectives, authorized capital, registered office, scope of business; signed by all promoters |
| 3 | Articles of Association (AOA) | Internal governance rules, director appointment, meetings, voting, share transfer; signed by all promoters |
| 4 | Citizenship certificates | Copies of all promoters’ and directors’ Nepali citizenship certificates |
| 5 | Passport-size photographs | Recent photos of all promoters and directors |
| 6 | Director consent letters | Written consent from each proposed director agreeing to serve |
| 7 | Registered office proof | Office rent agreement with landlord’s citizenship copy and property ownership certificate, or ownership documents |
| 8 | Promoter declarations | Declarations of no criminal background and compliance with Companies Act |
| 9 | Registration fee payment receipt | Online payment receipt from CAMIS portal |
For foreign promoters: Passport copy, company registration certificate from home country (if corporate promoter), board resolution authorizing investment in Nepal, Foreign Investment and Technology Transfer Act (FITTA) approval from Department of Industry, and Nepal Rastra Bank approval for capital repatriation.
The first step in company registration is reserving a unique name through CAMIS. The OCR has specific rules governing company names.
| Rule | Detail |
|---|---|
| Uniqueness | Name must not be identical or confusingly similar to any existing registered company |
| Minimum length | Must contain at least two words (single-word names rejected) |
| Restricted terms | Cannot use “Government,” “Nepal,” “National,” or similar terms without special permission |
| Offensive content | Names containing offensive, misleading, or culturally inappropriate terms are rejected |
| Reservation validity | 35 days from approval (previously 90 days) |
| Fee | NPR 100 per name reservation application |
| Language | Must be submitted in both English and Nepali |
| Suffix requirement | Must include “Pvt. Ltd.” for private or “Ltd.” for public companies |
Foreign companies seeking to operate in Nepal must comply with both the Companies Act 2063 and the Foreign Investment and Technology Transfer Act (FITTA), 2019.
| Requirement | Details |
|---|---|
| Registration authority | Office of Company Registrar (OCR) + Department of Industry (DoI) for FITTA approval |
| Company types | Branch office, liaison office, or joint venture with Nepali partner |
| Minimum investment | USD 50,000 for foreign investment (as per FITTA provisions) |
| Local representative | Must appoint a local representative who is a Nepali citizen |
| Documents | Home country registration certificate, board resolution, FITTA approval, passport copies, power of attorney |
| Capital repatriation | Foreign investors can repatriate profits and capital with Nepal Rastra Bank approval |
| Tax compliance | Must comply with Nepali income tax law and labour regulations |
| Restricted sectors | Some sectors require minimum foreign investment amounts or are restricted to Nepali nationals |
A Profit Not Distributing Company under Section 166 of the Companies Act 2063 is a corporate structure for organizations with social, educational, or charitable purposes. Unlike NGOs registered under the Association Registration Act, non-profit companies are registered at the OCR and have clearer contractual certainty and corporate governance structures.
| Feature | Non-Profit Company | NGO |
|---|---|---|
| Registration authority | Office of Company Registrar (OCR) | District Administration Office (DAO) |
| Governing law | Companies Act 2063, Section 166 | Association Registration Act 2034 |
| Minimum members | 5 promoters | 7 members |
| Profit distribution | Prohibited; reinvested in objectives | Prohibited |
| Limited liability | Yes | No (personal liability) |
| Corporate governance | Board of directors, AGM, audit required | General assembly, executive committee |
Company registration is only the beginning. All registered companies must comply with ongoing legal obligations to maintain their active status.
| Obligation | Deadline | Authority | Penalty for Non-Compliance |
|---|---|---|---|
| Annual General Meeting (AGM) | Within 6 months of fiscal year end | Company (internal) | Fines under Companies Act; risk of deregistration |
| Audit report submission | By Poush end (mid-January) each year | OCR via CAMIS | Heavy fines; inability to file annual returns |
| Annual returns to OCR | By Poush end each year | OCR via CAMIS | Late filing penalties; potential deregistration |
| Income tax return | Per IRD schedule | Inland Revenue Department | Tax penalties and interest |
| VAT filing | Monthly (if VAT registered) | IRD | Fines and suspension of VAT certificate |
| SSF contributions | Monthly | Social Security Fund | Penalties under Labour Act and SSF Act |
| Shareholder register update | Ongoing | Company (internal) | Non-compliance with Companies Act |
| Display certificate and PAN | Permanent | Registered office | Administrative violation |
| Provision | Section | Summary |
|---|---|---|
| Company incorporation | Section 3 | Any person may incorporate a company for profit-making purposes with one or more objectives |
| Separate legal entity | Section 4 | A registered company has a separate legal personality from its shareholders |
| Limited liability | Section 6 | Shareholder liability limited to the amount unpaid on their shares |
| MOA and AOA | Sections 11–16 | Requirements for Memorandum and Articles of Association |
| Directors | Sections 86–110 | Appointment, removal, duties, liabilities, and restrictions on directors |
| AGM and meetings | Sections 64–85 | Requirements for shareholder meetings, resolutions, and voting |
| Audit | Sections 111–120 | Mandatory annual audit; auditor appointment within 3 months of registration |
| Winding up / dissolution | Sections 129–160 | Voluntary liquidation, court-ordered winding up, distribution of assets |
| Non-profit company | Section 166 | Registration and operation of profit-not-distributing companies |
| Penalties | Sections 161–165 | Fines and penalties for non-compliance, fraud, and misrepresentation |
| Detail | Information |
|---|---|
| Office | Office of Company Registrar (OCR) |
| Location | Tripureshwor, Kathmandu, Nepal |
| Ministry | Ministry of Industry, Commerce and Supplies |
| Online portal | camis.ocr.gov.np |
| Official website | ocr.gov.np |
| Operating hours | Sunday–Friday, 10:00 AM – 5:00 PM |
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Key considerations for company owners in a divorce include: valuation of company shares and business assets, determining whether shares are joint or individual property, protection of business operations during divorce proceedings, and the impact on co-owned businesses where both spouses are shareholders or directors.
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Company registration in Nepal under the Companies Act 2063 is now a fully digital process through the CAMIS portal, making it faster and more accessible than ever. Whether you are registering a private limited company, a public company, a non-profit entity, or a foreign company, the process follows a structured path from name reservation through Certificate of Incorporation to post-registration compliance. Understanding company types, fee structures, documentation requirements, and ongoing compliance obligations is essential for anyone starting or managing a business in Nepal. For businesses that intersect with family law matters — particularly property division in divorce — professional legal guidance ensures both your business and personal interests are protected.
Under the Companies Act 2063, seven types of companies can be registered: Private Limited (Pvt. Ltd.), Public Limited (Ltd.), Profit Not Distributing (non-profit), Foreign Company, Single Shareholder Company, Holding Company, and Subsidiary Company. Private Limited is the most common type for small and medium businesses.
Company registration is fully online via the CAMIS portal at camis.ocr.gov.np. The steps are: (1) create a CAMIS account, (2) reserve a company name (NPR 100), (3) draft MOA and AOA, (4) upload documents, (5) pay registration fees online, (6) OCR reviews documents (7–15 working days), (7) receive digitally signed Certificate of Incorporation, (8) register for PAN at IRD, (9) register at local ward office.
Government registration fees at OCR depend on authorized capital: NPR 1,000 for capital up to NPR 1 lakh, NPR 4,500 for up to 5 lakh, NPR 9,500 for up to 25 lakh, NPR 16,000 for up to 1 crore, and higher for larger capital. Total costs including legal consultation and documentation typically range from NPR 15,000 to NPR 50,000.
Required documents include: company name reservation approval, Memorandum of Association (MOA), Articles of Association (AOA), citizenship certificates of all promoters and directors, passport-size photographs, director consent letters, registered office proof (rent agreement + landlord citizenship copy), promoter declarations, and registration fee payment receipt. All documents must be in Nepali or English.
A Private Limited Company has 1–101 shareholders, cannot offer shares to the public, requires minimum NPR 1 lakh capital, and has restricted share transfer. A Public Limited Company requires minimum 7 shareholders, NPR 1 crore paid-up capital, must issue shares publicly via NEPSE, and has freely transferable shares. Private companies have less stringent reporting requirements.
The typical timeline from name reservation to Certificate of Incorporation is 7 to 15 working days with complete documentation. Delays can occur if OCR requests corrections or additional documents, potentially extending the process to 20–30 days. The CAMIS digital system has significantly reduced processing times compared to the previous manual process.
Yes. Foreign companies can register as a branch office, liaison office, or joint venture with a Nepali partner. Foreign investors must comply with the Foreign Investment and Technology Transfer Act (FITTA), 2019, obtain Department of Industry approval, and appoint a local representative who is a Nepali citizen. Minimum foreign investment is USD 50,000 under FITTA provisions.
A Profit Not Distributing Company under Section 166 of the Companies Act 2063 is a corporate structure for social, educational, or charitable purposes. Unlike NGOs, it is registered at the OCR with minimum 5 promoters and provides clearer contractual certainty and limited liability. Profits are reinvested in the organization’s objectives rather than distributed as dividends.
Yes. A private company can be converted to a public company by passing a special resolution at a shareholders’ meeting and fulfilling public company requirements including minimum NPR 1 crore paid-up capital, minimum 7 shareholders, and compliance with NEPSE listing rules. The conversion must be registered with OCR.
The minimum authorized capital is NPR 1,00,000 (1 lakh) for a private limited company. For a public limited company, the minimum paid-up capital is NPR 1,00,00,000 (1 crore). Registration fees increase with higher authorized capital. There is no maximum limit on authorized capital for either type.
The OCR is located at Tripureshwor, Kathmandu, Nepal, under the Ministry of Industry, Commerce and Supplies. Since Shrawan 2081, most services are available online through the CAMIS portal at camis.ocr.gov.np. Physical visits are generally not required unless OCR specifically requests document verification.
Yes. Since Shrawan 2081 (July 2024), company registration is fully online through the CAMIS (Company Administration and Management Information System) portal. You can reserve names, upload documents, pay fees, and receive digitally signed certificates through the portal. Digital submissions are legally valid under the Electronic Transaction Act, 2063.
Registered companies must: hold an Annual General Meeting (within 6 months of fiscal year end), submit audit report and annual returns to OCR by Poush end, file income tax returns with IRD, file VAT returns monthly (if registered), make monthly SSF contributions, and display the registration certificate and PAN at the office. Non-compliance results in fines and potential deregistration.
Company registration status can be verified through the OCR online portal at ocr.gov.np or the CAMIS system. The digitally signed Certificate of Incorporation issued since 2081 includes a QR code for instant verification. You can also visit the OCR office at Tripureshwor, Kathmandu, for in-person verification.
The Memorandum of Association (MOA) defines the company’s objectives, authorized capital, registered office, and scope of business. The Articles of Association (AOA) outlines internal governance rules including director appointment, meetings, voting rights, dividend distribution, and share transfer procedures. Both must comply with the Companies Act 2063 and be signed by all promoters.
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