The Guide to Company Fees in Nepal: A Definitive Breakdown for Entrepreneurs

For any entrepreneur, founder, or investor looking to establish a presence in Nepal, a precise understanding of the financial requirements is non-negotiable. The Office of the Company Registrar (OCR) has a detailed schedule of fees for everything from initial incorporation to ongoing administration. Navigating these costs accurately is fundamental to sound financial planning and ensuring your business operates in full legal compliance.

This guide serves as a definitive resource, presenting the complete, unedited schedule of government fees and penalties directly from the official OCR records. Use this as your single source of truth for budgeting and financial planning for your company in Nepal.


Part 1: Company Incorporation Fees


The primary cost for registering a for-profit company is determined by its legal structure and its authorized capital.


For Private Limited Companies


The fee structure for Private Limited Companies is tiered, scaling with the company's authorized capital.

Authorized Capital (NPR)

Registration Fee (NPR)

Up to 100,000

1,000

From 100,001 to 500,000

4,500

From 500,001 to 2,500,000

9,500

From 2,500,001 to 10,000,000

16,000

From 10,000,001 to 20,000,000

19,000

From 20,000,001 to 30,000,000

22,000

From 30,000,001 to 40,000,000

25,000

From 40,000,001 to 50,000,000

28,000

From 50,000,001 to 60,000,000

31,000

From 60,000,001 to 70,000,000

34,000

From 70,000,001 to 80,000,000

37,000

From 80,000,001 to 90,000,000

40,000

From 90,000,001 to 100,000,000

43,000

Above 100,000,000

An additional 30 NPR for every extra 100,000


For Public Limited Companies


Public companies, which can issue shares to the general public, are subject to a different fee scale.

Authorized Capital (NPR)

Registration Fee (NPR)

Up to 10,000,000

15,000

From 10,000,001 to 100,000,000

40,000

From 100,000,001 to 200,000,000

70,000

From 200,000,001 to 300,000,000

100,000

From 300,000,001 to 400,000,000

130,000

From 400,000,001 to 500,000,000

160,000

Above 500,000,000

An additional 3,000 NPR for every extra 10,000,000


Part 2: Fees for Foreign and Special-Purpose Companies



For Foreign Companies


The fee for a foreign company establishing a Branch Office in Nepal is based on its proposed investment.

Proposed Investment (NPR)

Registration Fee (NPR)

Up to 10,000,000

15,000

From 10,000,001 to 100,000,000

40,000

From 100,000,001 to 200,000,000

70,000

From 200,000,001 to 300,000,000

100,000

From 300,000,001 to 400,000,000

130,000

From 400,000,001 to 500,000,000

160,000

Above 500,000,000

An additional 3,000 NPR for every extra 10,000,000

If Investment Amount is Not Disclosed

A lump sum fee of 100,000 NPR

For a foreign company registering a Liaison Office (SAMPARKA KARYALAYA), the fee is a flat 50,000 NPR.


For Companies Not Distributing Profits (Non-Profits)


These entities are subject to a fixed, one-time registration fee.

  • Incorporation Fee: 15,000 NPR


Part 3: Administrative and Post-Registration Fees


Your company's financial obligations extend beyond registration. Various administrative actions incur their own specific fees.

Service Description

Fee (NPR)

Increasing Authorized Capital

The fee is the difference between the fee for the new capital slab and the fee already paid.

Changing Company Structure (Pvt. Ltd. to Public Ltd. or vice-versa)

50% of the fee applicable for a new registration.

Changing Company Name

50% of the prevailing registration fee, or a maximum of 5,000 NPR.

Deregistration of Company (Paid-up Capital up to 1,000,000)

1,000

Deregistration of Company (Paid-up Capital above 1,000,000)

5,000

Certified Copy of Documents

10 per page

Certified Copy of Inspector's Report

100

Filing a Complaint by a Shareholder (for not being included in General Assembly)

500

Recording Share Transfer of a Single Shareholder Company

As per the fee applicable during registration.

Certified Copy of Foreign Company Register

50 per page


Part 4: Penalties for Non-Compliance


The OCR imposes penalties for the late submission of required documents and information, as outlined in Section 81 of the Companies Act. Fines are tiered based on paid-up capital and the duration of the delay.

Paid-up Capital

Fine for Delay up to 3 Months

Fine for Delay of 3 to 6 Months

Fine for Delay over 6 Months (within 1 year)

Up to 2,500,000

1,000

1,500

2,000

Up to 10,000,000

2,000

3,000

5,000

Above 10,000,000

5,000

7,000

10,000

For Non-Profit Companies

2,000

3,000

5,000


Part 5: Official Notice on Fee Exemptions (Fiscal Year 2080/81)


As per a notice published in the Nepal Gazette (Volume 73, Issue 29, dated 2080/06/08), the Government of Nepal has granted a full exemption on fees for the following activities for the fiscal year 2080/81 (2023/24 AD):

  • Increasing a company's authorized capital by creating new shares.

  • Altering the capital structure by consolidating or subdividing shares (where the par value is increased or decreased) without changing the total capital amount.

This measure provides significant financial relief for companies seeking to restructure or grow.

By using this definitive schedule, you can ensure your business planning is precise and your operations remain compliant with all financial regulations set forth by the Office of the Company Registrar.


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