What You’re Actually Registering

When people say “register a company in Nepal,” they almost always mean a Private Limited Company (Pvt. Ltd.) — the most common business structure in the country. It’s governed by the Companies Act 2063 (2006) and registered with the Office of Company Registrar (OCR) under the Ministry of Industry, Commerce and Supplies.

A private limited company gives your business a separate legal identity. It can own property, enter contracts, and be sued in its own name — independently of you as a shareholder. It also limits your personal liability to the amount of your investment.

“Getting the structure wrong at the start is expensive. A private limited company set up correctly from day one attracts investors, opens bank accounts, and meets government compliance requirements — a sole proprietorship or informal business does none of these.”

Before You Start: What You Need

The OCR now uses a fully digital system called CAMIS (Company Administration Management Information System), launched in July 2024. Everything from name reservation to certificate download happens online at ocr.gov.np.

To begin, gather the following:

• National ID Card (NID) or citizenship document of all shareholders
• Proposed company name in both English and Nepali
• Registered office address (with lease agreement or ownership proof)
• Business objectives (selected from OCR’s predefined category list)
• Proposed authorized capital amount
• Mobile number and email address (for OTP and portal access)

For foreign shareholders, you’ll also need: passport copies, a Financial Credibility Certificate (FCC) from a regulated bank in your home country, and FDI approval from the Department of Industry (DOI) before OCR filing. Foreign investment requires a minimum of NPR 20 million per foreign investor under FITTA 2019.

The Six Steps of Company Registration

Step 1 — Reserve Your Company Name

Log into the OCR portal and create an account using your email and mobile number. The portal sends an OTP to validate your identity. Once logged in, submit your proposed company name in both English and Nepali.

The name must not duplicate or closely resemble an existing registered company. It must include “Private Limited” or “Pvt. Ltd.” as a suffix. The reservation fee is NPR 100, and approval typically comes within 1–3 working days. The approved name is valid for 35 days — after which it expires and you must reapply.

Common mistake: Choosing a name that’s too generic (like “Nepal Trading Pvt. Ltd.”) or that uses restricted words without permission. The OCR will reject it. Have 2–3 alternative names ready.

Step 2 — Prepare the MOA and AOA

The Memorandum of Association (MOA) defines your company’s name, objectives, registered address, and authorized capital. The Articles of Association (AOA) governs how the company is internally managed — shareholder rights, board procedures, dividend policies, and transfer restrictions.

Both documents must be signed by all initial shareholders and, as of 2025, authenticated using a Digital Signature Certificate (DSC) issued by a licensed certifying authority in Nepal. This is now mandatory under OCR Directive 2025.

This step is where most DIY applicants run into problems. The objectives in the MOA must match OCR’s predefined industry list exactly, and the capital structure must be consistent across both documents. Any inconsistency triggers a clarification request that delays registration by weeks.

Step 3 — Submit the Application Online

Upload all documents to the CAMIS portal in PDF format. The submission checklist includes:

• Signed and DSC-authenticated MOA and AOA
• National IDs of all shareholders and directors
• Proof of registered office (utility bill or lease agreement)
• Director consent forms
• Shareholder subscription details and capital table
• Power of Attorney (if a legal firm is filing on your behalf)

Step 4 — Pay the Registration Fee

The OCR registration fee is calculated based on your authorized capital. The portal accepts payment via ConnectIPS and eSewa. A company with NPR 10 million authorized capital pays approximately NPR 15,000 in registration fees. Keep the payment receipt — you’ll need it for your records.

Minimum authorized capital for a private limited company is NPR 100,000. Minimum paid-up capital is also NPR 100,000. These can be different — authorized capital is the maximum you’re authorized to issue; paid-up capital is what shareholders have actually contributed.

Step 5 — OCR Review and Certificate Issuance

OCR officers review your application and documents. If everything is in order, registration takes 7–10 working days. The Companies Act allows up to 15 days for a decision where documents are complete.

If there are issues, OCR will issue a clarification note — you must respond within the stated window and resubmit corrected documents. This is the main cause of delays: most applications go back and forth once or twice before approval.

Upon approval, a digitally signed Certificate of Incorporation is issued through the portal — downloadable as a PDF. This certificate includes your registration number, date of incorporation, and registered address.

Step 6 — Post-Registration Compliance (Critical)

Registration is not the end. Within 3 months of incorporation, you must complete:

• PAN Registration — at your local Inland Revenue Office (IRO). This is your Permanent Account Number for tax purposes.
• VAT Registration — required if your annual turnover exceeds NPR 5 million.
• Ward Office Notification — inform your local ward office about business operations.
• Bank Account Opening — establish a corporate bank account in the company’s name.
• 3-Month Compliance Filing — file a compliance report with OCR confirming initial setup.
• Labour Registration — if you have employees, register with the Labour Department.

Failure to complete these steps can result in penalties under the Companies Act and Tax Laws. Most companies that face compliance issues do so because they stopped at the certificate and ignored post-registration obligations.

Minimum Capital Requirements (Summary)

• Private Limited Company: Minimum authorized capital NPR 100,000
• Public Limited Company: Minimum authorized capital NPR 10,000,000
• Foreign investor (any structure): Minimum NPR 20,000,000 per foreign investor

How Long Does It Take?

With documents properly prepared and submitted: 7–15 working days. With back-and-forth clarification requests: 4–8 weeks. With legal support handling the preparation: typically 10–14 working days from first instruction to certificate in hand.

What About Foreign Shareholders?

Foreigners can register a company in Nepal, but additional steps apply. You must obtain FDI approval from the Department of Industry (DOI) before filing with OCR. This requires a business plan, capital structure table, shareholder documents, and a Financial Credibility Certificate from a regulated bank. After incorporation, you must record the investment with Nepal Rastra Bank (NRB).

The good news: in 2024, Nepal introduced an Automatic Route for FDI approvals up to approximately USD 4 million, significantly reducing processing time for smaller investments. Roughly 97% of FDI commitments in FY 2024/25 came through this fast-track channel.

The Bottom Line

Company registration in Nepal is straightforward if your documents are correctly prepared. The most common mistakes — name duplication, inconsistent capital figures, missing DSC authentication, and wrong objective categories — are entirely avoidable with proper preparation.

If you’re registering your first company, a legal advisor pays for itself in time saved and avoided rejections. If you’re a foreign investor, the additional FDI approval layer makes legal support essentially non-optional.