Company Registration in Nepal: Types, Process, Fees & Legal Requirements Under Companies Act 2063

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General Information

Corporate Law

Updated: March 14, 2026
Nepal Divorce Services

The Companies Act, 2063 (2006) is the primary legislation governing the formation, operation, and dissolution of companies in Nepal. All company registrations are processed through the Office of Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies. The OCR is located at Tripureshwor, Kathmandu, and its online portal is accessible at ocr.gov.np.

Since the introduction of the CAMIS (Company Administration and Management Information System) digital platform in Shrawan 2081, the company registration process in Nepal is now fully online. This guide covers all company types recognised under the Companies Act, the step-by-step registration process, fees, required documents, and post-registration compliance requirements.

Types of Companies Under the Companies Act 2063

The Companies Act classifies companies into the following categories:

Company Type	Legal Basis	Key Features
Private Limited Company (Pvt. Ltd.)	Section 2(b)	1–101 shareholders, cannot issue shares to public, limited liability, most common type
Public Limited Company (Ltd.)	Section 2(c)	Minimum 7 shareholders (no upper limit), minimum NPR 1 crore paid-up capital, can issue shares publicly via NEPSE
Profit Not Distributing Company	Section 166	Social, educational, or charitable purposes, profits reinvested into objectives, not distributed
Foreign Company	Section 2(f) + FITTA 2019	Incorporated outside Nepal, must register with OCR and comply with Foreign Investment and Technology Transfer Act
Holding Company	Section 2(g)	Owns or controls one or more subsidiary companies
Subsidiary Company	Section 2(h)	Controlled directly by a holding company
Single Shareholder Company	Section 3	Owned by one person, private limited structure

Private Company vs Public Company

The two most common types — private and public — have significant differences:

Feature	Private Limited (Pvt. Ltd.)	Public Limited (Ltd.)
Minimum shareholders	1	7
Maximum shareholders	101	No limit
Minimum capital	NPR 1,00,000	NPR 1,00,00,000 (1 crore)
Board of directors	1–11 members	3–11 members
Public share offering	Not allowed	Allowed (via NEPSE with SEBON approval)
Share transferability	Restricted (as per AOA)	Freely transferable
Mandatory auditor	Yes	Yes
Name suffix	Pvt. Ltd. (प्रा.लि.)	Ltd. (लि.)

A private company can be converted to a public company through a special resolution at a General Meeting, provided all legal requirements are met. The application for conversion must be submitted to OCR within 30 days. Conversely, a public company can revert to private status if shareholders drop below 7 or minimum capital requirements are not maintained, with conversion completed within six months.

Company Registration Process (Step by Step)

The company registration process in Nepal follows a systematic procedure through the OCR portal. The entire process typically takes 7–15 working days depending on document completeness.

Step 1: Company Name Reservation

Visit the OCR portal at ocr.gov.np and create an account. Search for name availability in both English and Nepali. Submit a name reservation application with the prescribed fee of NPR 100. The approved name remains valid for 35 days (previously 90 days). Names are rejected if they duplicate existing companies, consist of a single word, contain offensive terms, or use restricted government terminology.

Step 2: Prepare Incorporation Documents

Draft the following documents in compliance with the Companies Act 2063:

Document	Purpose
Memorandum of Association (MOA)	Defines company objectives, authorised capital, scope of business, registered office address
Articles of Association (AOA)	Internal management rules, director appointments, meeting procedures, voting rights, share transfers
Shareholder citizenship certificates	Identity proof of all shareholders (copies)
Passport-size photographs	Recent photos of all shareholders
Address proof of registered office	Rent agreement or property ownership document
Authorised capital declaration	Statement of authorised share capital
Promoter agreement (if applicable)	Agreement between promoters for public companies

All documents must be in Nepali or English. Translations of documents in other languages must be certified.

Step 3: Submit Application via OCR Online Portal (CAMIS)

Upload all prepared documents to the CAMIS portal. The system validates uploads and flags incomplete submissions. Physical document submission is no longer required unless the OCR specifically requests verification. Digital submissions are legally recognised under the Electronic Transaction Act, 2063 (2008).

Step 4: OCR Review and Verification

OCR officers review the application for completeness, coherence of company objectives, signatures of all shareholders, accuracy of details, and compliance with the Companies Act. If errors or discrepancies are found, the applicant is notified to make corrections. The review typically takes 7–15 working days from submission.

Step 5: Payment of Registration Fees

Upon approval, the system generates a payment notice. Registration fees can be paid via digital wallets (eSewa, Khalti), ConnectIPS, online banking, or bank transfer directly through the CAMIS portal.

Step 6: Certificate of Incorporation

Upon successful payment, the OCR issues a digitally signed Certificate of Incorporation with a unique QR code for verification. This certificate grants the company a separate legal identity under Nepali law.

Step 7: Post-Registration Requirements

After receiving the Certificate of Incorporation, the following steps must be completed:

Requirement	Authority	Purpose
PAN Registration	Inland Revenue Department (IRD)	Tax identification — mandatory before commencing business
VAT Registration (if applicable)	IRD	Required if annual turnover exceeds NPR 50 lakh threshold
Ward Office Registration	Local municipality	Local business permit
SSF Registration	Social Security Fund	Mandatory for all employers
Appoint Auditor	OCR notification	Must be done at first board meeting
Sector-specific licences	Relevant department	Banking, telecom, healthcare, hydropower, etc.

Company Registration Fees

Government fees at the OCR are based on the company's authorised capital:

Authorised Capital (NPR)	Registration Fee (NPR)
Up to 1,00,000 (1 lakh)	1,000
1,00,001 to 5,00,000	4,500
5,00,001 to 25,00,000	9,500
25,00,001 to 1,00,00,000 (1 crore)	16,000
1,00,00,001 to 5,00,00,000	22,000
Above 5,00,00,000 (5 crore)	28,000+

Additional costs include name reservation fee (NPR 100), PAN registration, ward office registration, professional fees for MOA/AOA drafting, and notarisation charges. The government has periodically waived registration fees to encourage entrepreneurship — check the OCR portal for current fee waivers.

Documents Required for Company Registration

For Private Company	For Public Company	For Foreign Company
MOA (2 copies)	MOA (2 copies)	MOA (2 copies)
AOA (2 copies)	AOA (2 copies)	AOA (2 copies)
Citizenship certificates of shareholders	Citizenship certificates of shareholders	Document proving nationality
Passport-size photographs	Passport-size photographs	Passport copies
Registered office proof	Registered office proof	Registered office proof
—	Promoter agreement	Permission from authorised body (FITTA)
—	—	Home-country registration certificate
—	—	Department of Industry approval

Profit Not Distributing (Non-Profit) Company

Companies established for social, educational, charitable, or professional development purposes are registered as Profit Not Distributing Companies under Section 166 of the Companies Act. Key features include profits being reinvested into the organisation's objectives (not distributed to members), objectives focused on professional development, collective rights protection, welfare, scientific research, or public utility, and registration requiring name reservation, document submission, OCR certificate, PAN registration, ward office registration, and Social Welfare Council registration (if seeking foreign grants).

Foreign Company Registration

Any company incorporated outside Nepal that wishes to operate within the country must comply with both the Companies Act, 2063 and the Foreign Investment and Technology Transfer Act (FITTA), 2019. Requirements include registration with the OCR, approval from the Department of Industry for foreign investment, a local representative in Nepal, compliance with Nepali taxation and labour laws, and submission of home-country registration documents.

Annual Compliance Requirements

All registered companies must maintain ongoing compliance:

Obligation	Deadline	Consequence of Non-Compliance
Annual General Meeting (AGM)	Within 6 months of fiscal year end	Fines and potential deregistration
Audit Report submission to OCR	By Poush end (mid-January) each fiscal year	Heavy fines
Annual Returns filing	Along with audit report	Penalties
Tax filing (Income Tax, VAT)	As per IRD deadlines	Interest and penalties
SSF contributions	Monthly (by 15th of each Nepali month)	10% interest + fines
Shareholder Register (Share Lagat)	Maintain and update after any changes	Compliance issues
Registered office display	Continuous	Certificate and PAN must be framed and displayed

Key Legal Provisions

Law	Key Content
Companies Act, 2063 (2006)	Incorporation, types, governance, dissolution of companies
Insolvency Act, 2063 (2006)	Bankruptcy and winding-up procedures
Foreign Investment and Technology Transfer Act (FITTA), 2019	Foreign company registration, investment, and technology transfer
Electronic Transaction Act, 2063 (2008)	Legal validity of digital documents and online registration
Securities Act, 2063 (2006)	Regulation of public company share offerings via SEBON

OCR Contact Information

Detail	Information
Official website	ocr.gov.np
Office location	Tripureshwor, Kathmandu
Company search	application.ocr.gov.np
Online registration	OCR Registration Portal

For legal assistance with company registration, corporate structuring, or business law compliance in Nepal, our team at Nepal Divorce Services can connect you with experienced corporate lawyers. For related topics, see our guides on Labour Act provisions, SSF registration requirements, minimum wage compliance, and anti-corruption compliance.

Frequently Asked Questions

Under the Companies Act, 2063 (2006), the following types can be registered: Private Limited Company (Pvt. Ltd.), Public Limited Company (Ltd.), Profit Not Distributing Company (non-profit), Foreign Company, Holding Company, Subsidiary Company, and Single Shareholder Company. Private Limited is the most common type for small and medium businesses.

Register through the OCR online portal at ocr.gov.np: (1) Reserve a unique company name (NPR 100 fee), (2) Prepare MOA, AOA, and supporting documents, (3) Submit application via the CAMIS digital portal, (4) OCR reviews and verifies documents (7–15 working days), (5) Pay registration fees online, (6) Receive digitally signed Certificate of Incorporation, (7) Complete PAN registration at IRD and ward office registration.

Government registration fees at OCR depend on authorised capital: NPR 1,000 for capital up to NPR 1 lakh, NPR 4,500 for up to NPR 5 lakh, NPR 9,500 for up to NPR 25 lakh, NPR 16,000 for up to NPR 1 crore, NPR 22,000 for up to NPR 5 crore, and NPR 28,000+ above NPR 5 crore. Additional costs include name reservation (NPR 100), PAN registration, and professional fees for document drafting.

Required documents include: Memorandum of Association (MOA) and Articles of Association (AOA) in 2 copies each, citizenship certificates of all shareholders, passport-size photographs, proof of registered office address (rent agreement or ownership document), and authorised capital declaration. Public companies additionally need a promoter agreement. Foreign companies need home-country registration and FITTA approval.

A Private Limited Company has 1–101 shareholders, minimum capital of NPR 1 lakh, and cannot offer shares to the public. A Public Limited Company has a minimum of 7 shareholders (no upper limit), requires NPR 1 crore paid-up capital, and can issue shares publicly through NEPSE with SEBON approval. Private company shares have restricted transferability, while public company shares are freely tradable.

The company registration process typically takes 7–15 working days from document submission to receiving the Certificate of Incorporation. Delays can occur if documents are incomplete, improperly scanned, or if the company name conflicts with existing entities. After registration, PAN and ward office registration add a few more days.

Yes. Foreigners can register a company in Nepal but must comply with both the Companies Act, 2063 and the Foreign Investment and Technology Transfer Act (FITTA), 2019. Requirements include approval from the Department of Industry, registration with OCR, appointment of a local representative in Nepal, and compliance with Nepali taxation and labour laws. Home-country registration documents and nationality proof must be submitted.

A Profit Not Distributing Company (non-profit) is registered under Section 166 of the Companies Act for social, educational, charitable, or professional development purposes. Unlike regular companies, profits are reinvested into the organisation's objectives rather than distributed to members. Registration requires OCR approval, PAN registration, ward office registration, and Social Welfare Council registration if seeking foreign grants.

Yes. A private company can be converted to a public company through a special resolution passed at a General Meeting. The application for conversion must be submitted to the OCR within 30 days of the resolution. The company must meet all public company requirements including minimum NPR 1 crore capital and at least 7 shareholders. The OCR issues a conversion certificate upon approval.

For a Private Limited Company, the minimum authorised capital is NPR 1,00,000 (1 lakh). For a Public Limited Company, the minimum paid-up capital is NPR 1,00,00,000 (1 crore). Companies with authorised capital below NPR 1 lakh can register for just NPR 1,000 in government fees.

The OCR is located at Tripureshwor, Kathmandu, and operates under the Ministry of Industry, Commerce and Supplies. The online portal is at ocr.gov.np. Since the introduction of the CAMIS digital system, most registration processes can be completed online without visiting the office physically.

Yes. Since Shrawan 2081, the OCR operates the CAMIS (Company Administration and Management Information System) digital platform for fully online company registration. You can reserve names, upload documents, pay fees, and receive digitally signed certificates through the portal. Physical submission is no longer required unless the OCR specifically requests verification. Digital submissions are legally valid under the Electronic Transaction Act, 2063.

All registered companies must hold an Annual General Meeting (within 6 months of fiscal year end), submit an Audit Report and Annual Returns to OCR (by Poush end each year), file income tax and VAT returns with IRD, maintain and update the Shareholder Register, make monthly SSF contributions, and display the registration certificate and PAN at the registered office. Failure to comply results in fines and potential deregistration.

Visit the OCR company search portal at application.ocr.gov.np and search by company name or registration number. The system displays the company's registration status, registration date, and basic details. This is the official method to verify whether a company is legally registered under the Companies Act.

The Memorandum of Association (MOA) is the constitutional document that defines the company's name, registered office, objectives, authorised capital, and scope of business. The Articles of Association (AOA) outlines the internal management rules including director appointments, meeting procedures, voting rights, dividend distribution, and share transfer procedures. Both must be drafted in compliance with the Companies Act 2063 and signed by all initial shareholders.

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