From Idea to Enterprise: A Step-by-Step Guide to Registering a Private Company in Nepal

 Turning an entrepreneurial vision into a reality is an exciting journey, and in Nepal, one of the first formal steps is legally establishing your business. The most common structure for new ventures is the private company. A private company can be started by a single individual or a group of up to 50 shareholders.

Registering your company can seem complex, but by following a clear process, you can navigate it smoothly. This guide breaks down the essential steps, documents, and fees required to register a private company in Nepal.

Where to Register?

All companies in Nepal, regardless of type, must be registered at the Office of the Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies.

The Registration Process: A Step-by-Step Walkthrough

Much of the initial process can be completed online, making it more convenient for entrepreneurs.

Step 1: Reserve Your Company Name

The very first step is to ensure your proposed company name is unique and not already in use.

1. Visit the OCR Website: Go to the official website of the Company Registrar's Office (www.ocr.gov.np).

2. Navigate to Name Check: On the site, find the "Check Name" option to see if your desired name is available.

3. Create an Account: You will need to click to establish a new company, fill out a form, and receive a username and password via email.

4. Reserve the Name: Log in with your new credentials, change your password, and formally submit your desired company name for reservation through the "Name check/Reservation" portal.

5. Confirmation: If the name is unique, you will receive an email confirmation and be prompted to fill out further forms. If it's already taken, you will be notified to submit a new one.

Step 2: Prepare and Certify Key Documents

Next, you need to draft two foundational legal documents:

• Memorandum of Association (MOA) (प्रज्ञापनपत्र): This document details the company's name, address, objectives, share capital, and shareholder information.

• Articles of Association (AOA) (प्रबन्धपत्र): This document outlines the internal rules and regulations of the company, including the responsibilities of the founders and the nature of the business.

These documents should be prepared and then certified, which can be done by a lawyer or a legal professional.

Step 3: Submit Your Application to the OCR

Once your documents are ready, you must submit them to the Company Registrar's office.

1. Print the Online Form: Print the registration form you filled out online.

2. Affix Postal Stamp: Purchase a postal stamp (available at post offices or near the OCR) and affix it to the form.

3. Online and Physical Submission: All documents must first be submitted online. After the online process is complete, you will need to visit the OCR with the original documents for verification.

Step 4: Compile the Required Documents

Ensure you have the following documents ready for submission:

• Application form as per Schedule 1 with a Rs. 10 postal stamp.

• Two copies of the Articles of Association (AOA).

• Two copies of the Memorandum of Association (MOA).

• Photocopies of the citizenship certificates of all founding shareholders.

• A copy of any consensus agreement between the founders, if applicable.

• Any required pre-approvals or licenses from relevant authorities, if needed for your business type.

Registration Fees (Based on Company Capital)

The registration fee depends on your company's authorized capital. Here is the fee structure: Complete fee schedule for a private limited company in Nepal.

Authorized Capital (NPR)	Registration Fee (NPR)
Up to 100,000	1,000
100,001 to 500,000	4,500
500,001 to 2,500,000	9,500
2,500,001 to 10,000,000	16,000
10,000,001 to 20,000,000	19,000
20,000,001 to 30,000,000	22,000
30,000,001 to 40,000,000	25,000
40,000,001 to 50,000,000	28,000
50,000,001 to 60,000,000	31,000
60,000,001 to 70,000,000	34,000
70,000,001 to 80,000,000	37,000
80,000,001 to 90,000,000	40,000
90,000,001 to 100,000,000	43,000
Over 100,000,000	NPR 43,000 + NPR 3,000 for each additional 1,000,000

After completing these steps and paying the required fees, the OCR will issue a Company Registration Certificate, and your business will be officially recognized as a legal entity.