The Ultimate Guide to Company Registration in Nepal: A Step-by-Step Manual (2024)
Introduction: Your Entrepreneurial Journey in Nepal Starts Here
Welcome! If you're reading this, you likely have a business idea, a vision you want to bring to life in the vibrant economic landscape of Nepal. But turning that idea into a legal, operational entity can seem daunting. The paperwork, the procedures, the legal jargon—it can feel overwhelming.
This guide is designed to be your single source of truth, a comprehensive roadmap to navigate the entire company registration process in Nepal. We will break down every single step shown in the official Office of the Company Registrar (OCR) online portal, from reserving your company's name to receiving your final registration certificate. This manual is for everyone: aspiring entrepreneurs, students, investors, legal professionals, and anyone curious about the mechanics of starting a business in Nepal.
Let's demystify the process together and get your business on the right legal footing. The journey is divided into three main phases:
Phase 1: The Pre-Registration Blueprint. Planning and preparation before you touch the online portal.
Phase 2: The Core Online Registration Process. A deep dive into the OCR portal, step-by-step.
Phase 3: Post-Registration Essentials. The critical steps to take after your company is officially registered.
Phase 1: The Pre-Registration Blueprint (Getting Your Ducks in a Row)
Before you even think about logging into the OCR portal, solid preparation is key. This phase is about making crucial decisions that will shape your company.
1. Finalize Your Business Idea and Objectives: Be crystal clear about what your business will do. This will be critical when you select your company's objectives (NSIC codes) later.
2. Choose the Right Company Structure: Nepal offers several types of company structures. Your choice impacts capital requirements, liability, and governance. The most common are:
Private Limited Company: The most popular choice for startups and SMEs. It can have 1 to 101 shareholders.
Public Limited Company: For large-scale enterprises that intend to raise capital from the public. Requires at least 7 shareholders.
Non-Profit Company: Established for promoting a cause, not for distributing profits to members.
Foreign Company (Branch/Liaison): For international companies establishing a presence in Nepal.
3. Assemble Your Team: Identify your founding shareholders and/or directors. Gather their official documents, primarily their Nepali citizenship certificates (or passports for foreign nationals).
4. Determine Your Capital Structure: Decide on your company's capital.
Authorized Capital: The maximum capital you are allowed to raise.
Issued Capital: The portion of the authorized capital you will issue to shareholders.
Paid-up Capital: The amount shareholders will actually pay for their shares initially. Government registration fees (rajashwa) are based on your authorized capital.
Phase 2: The Core Online Registration Process (A Deep Dive into the OCR Portal)
This is the heart of the process. We will walk through every screen and every option you'll encounter on the OCR's online portal.
PART A: COMPANY NAME RESERVATION
Your first official action. Your company name must be unique and approved by the OCR.
Step 1: Getting Started
Navigate to the OCR Online Portal.
On the homepage, you will see a card for "Name Reservation." Click on "Get Started."
Step 2: The Initial Name Check Form
You will be presented with a form to check if your desired name is available.
"Is your company part of a group?"
Choose "Yes" if you are registering a subsidiary company under an existing parent/group company. You will need to provide the parent company's registration number.
Choose "No" if you are registering a new, standalone company. This is the most common path.
Company Type: Select the structure you decided on in Phase 1 (e.g., Private Limited - Sole Ownership, Private Limited - Multiple Ownership).
Company Name (in English): Enter your desired name. For example, "Himalayan Java Traders".
Company Name (in Nepali): Enter the same name in Nepali script. For example, "हिमालयन जाभा ट्रेडर्स".
Click "Continue."
Step 3: Understanding the Name Check Results
The system will immediately give you one of three results:
Result 1: Company Name Available (Green Light)
A pop-up will confirm: "The name selected for the reservation is available. Please proceed further."
Action: Click "Continue Registration" to move to the next step of adding objectives.
Result 2: Company Name Available! (But with a Warning)
The system will state: "The name selected for the reservation is available. However there are other similar company names." It will list the similar names.
Action: You have a choice.
Click "Continue Registration" if you are confident your name is distinct enough.
Click "Try Again with Alternative Company Name" if you want to avoid potential confusion and choose a more unique name.
Result 3: Company Name is Not Available! (Red Light)
The system will state: "The name selected for the reservation is not available since it is already registered." It will show you the company that already has that name.
Action: You have no choice but to go back. Click "Try Again with Alternative Company Name" and think of a new name.
Step 4: Adding Company Objectives (NSIC Codes)
After getting a green light on your name, you must define your business activities.
On the main application page, under "Objective Details," click the "+ Add Objective" button.
A pop-up window will appear with a list of all official business categories, known as Nepal Standard Industrial Classification (NSIC) Objectives.
You can either browse the list or use the search bar to find relevant objectives (e.g., search for "software," "agriculture," "tourism").
Check the boxes next to all the objectives that apply to your business. The selected objectives will appear in a list on the right.
Click "Save" to add these objectives to your application. You will see them listed on the main page.
Step 5: Uploading Documents (for Group Companies)
If you are registering as part of a group, the "Necessary Document" section may require you to upload a document, such as the "Notice of Annual General Meeting" from the parent company. Click the upload icon to attach the file.
Step 6: Submitting the Name Reservation Application
You have two options at the bottom of the page:
"Save As Draft": Use this if you are not ready to submit and want to come back later. Your progress will be saved.
"Submit": Use this when you are confident that your name and objectives are correct. This sends your application to the OCR for approval.
Step 7: Tracking Your Name Reservation Status
After submission, your application will go through several states, which you can see on the portal:
Submitted: Your application is in the queue.
Approval by Parent Company: (Only for group companies) The parent company must first approve your request through their own portal login.
Under Review / Verified: An OCR official is actively reviewing your application.
Approved! / Success: Congratulations! Your name is officially reserved. You will receive an approval notification and can now proceed to the full Company Registration process. You typically have 35 days to complete the full registration before the name expires.
Rejected: Your application was denied. This is common, so don't worry.
Step 8: Handling a Rejected Name Application
If your status is "Rejected," you must take action.
View Remarks: Click the "View Remarks" button. A pop-up will show the reason for rejection provided by the OCR official. Common reasons include:
"The NSIC Objectives of the company you selected do not match the company name." (e.g., Name is "Himalayan IT Solutions" but objectives are all agricultural).
"The name is matched with another company name."
"Mismatch."
Take Corrective Action: Based on the remarks, you can edit your application directly from the rejected status page.
To Change the Name: Click the "Edit" button in the "Name Details" section. The name fields will become editable for you to enter a new name.
To Change Objectives: Click "+ Add Objective" again to add or remove objectives to better match your name or correct a mistake.
Resubmit: Once you have made the necessary corrections, click "Submit" again to send it back for review.
PART B: FULL COMPANY REGISTRATION
Once your name is approved, the "Company Registration" card on the OCR portal dashboard becomes active. Click "Continue" to begin. This is a multi-step process.
Step 1: General Information
Fill in the complete address of your company's main office: Province, District, Local Body, Ward Number, and Tole/Street.
Provide contact details: Phone Number and Email Address.
Declare the Number of Board of Directors (BOD) your company will have.
Step 2: Branch Information (Optional)
If your company will have branch offices, click "+ Add Branch."
Fill in the address and contact details for each branch in the pop-up form.
You can add multiple branches. They will be listed on the page, where you can also View, Edit, or Delete them.
If you have no branches, simply skip this step and click "Next."
Step 3: Objectives Details
The objectives you selected during name reservation will be displayed here.
You can add a more detailed description to each objective by clicking the "+" or pencil icon next to it.
You can also add new objectives by clicking "+ Add Objectives," but you cannot delete the ones approved during the name reservation phase.
Step 4: Capital Structure
This section is critical and varies significantly by company type.
For a Private Company:
Authorized Capital: Enter the total maximum capital.
Issued Capital: Enter the amount you are issuing to shareholders (cannot exceed authorized capital).
Paid-up Capital: Enter the amount shareholders are paying upfront.
For a Public Company:
The structure is more complex to account for public shares.
Ratio of General Share: You must define the ratio between Promoter shares and Public shares (e.g., 51% Promoter, 49% Public).
You will then fill in the Authorized, Issued, and Paid-up capital for both Promoter and Public shares separately, ensuring the amounts align with your defined ratio.
For a Foreign Company (Branch/Liaison):
Head Office Capital: Enter the Total Authorized, Issued, and Paid-up capital of the parent company in its home country.
Branch/Liaison Capital: You must choose one of two options:
Authorized Capital: If the branch will have its own capital structure in Nepal.
Funding: If the branch will be funded by the head office. Here, you enter the total funding amount and add the specific sources of that fund (e.g., "Head Office Transfer").
For a Non-Profit Company:
This is simpler. You only need to enter the "Total Amount" of initial funds and then click "+ Add" to list the "Source of Fund" (e.g., "Donations," "Grants").
Step 5: Company Shareholders / Representative
This is where you add the people involved.
For Private, Public, or Non-Profit Companies:
Click "+ Add New Shareholder."
In the pop-up, first select the shareholder's residence: Nepali or Foreign.
For Foreign Shareholders: You must enter their approved FDI (Foreign Direct Investment) Number and search. A list of approved investors under that FDI will appear. Select the correct individual/company.
For Nepali Shareholders: Fill in their details manually (Name, Address, Citizenship Number, etc.).
After adding a shareholder, they will appear in a list. You must click "Edit Data" for each one to fill out more comprehensive details, including:
Shareholder Type: How they are acquiring shares (e.g., Promoter, Transfer).
Contact Information.
Witness Details: You must add at least one witness for the shareholder agreement, including their name, address, and citizenship details.
Necessary Documents: Upload a scanned copy of the shareholder's citizenship/passport.
Board of Directors (BOD): After adding shareholders, go to the "BOD Details" section and click "+ Add BOD." Select a shareholder from the dropdown to designate them as a director. At least one BOD must have their phone number verified via an OTP sent from the portal.
For a Foreign Company:
You will add a "Company Representative" instead of shareholders.
Click "+ Add Representative" and fill in their complete personal details, contact information, and upload their identification documents (passport, etc.).
Step 6: Legal Person Details
Enter the details of the legal professional (lawyer) or individual who is authorized to handle the registration process on your behalf. This includes their name, license number, and contact details.
Step 7: Generate Documents
The OCR portal provides templates for your most important legal documents.
You will see options for "MOA" (Memorandum of Association) and "AOA" (Articles of Association).
Click on one to open the document generator. The content is pre-filled based on the information you've entered, but it is organized into editable sections.
You can click the edit icon next to any clause to customize the text.
Once you are satisfied, click "Download Document." You must do this for both the MOA and AOA.
Action Required: Print the downloaded documents and have all shareholders sign them in the required places.
Step 8: Document Details (Final Upload)
This is the final upload section. You will see a list of all required documents.
Click "Upload" next to each item and attach the corresponding scanned file. This will include:
The signed copy of the MOA.
The signed copy of the AOA.
Citizenship copies of all shareholders/directors.
A consensus agreement for private limited companies.
And other documents as required by your specific company type.
Step 9: Application Preview and Final Submission
This is the final screen. The portal will display a summary of all the information and documents you have provided across all steps.
Review everything meticulously. Check for spelling errors, incorrect numbers, or wrong addresses. This is your last chance to correct mistakes easily.
If everything is correct, click "Submit." Your application for company registration is now officially with the OCR.
Step 10: Tracking Your Final Registration Status
Similar to name reservation, you can track the status on your dashboard.
Submitted: Application received.
Under Review: An officer is processing your file.
Rejected: The officer found an issue. Click "View Rejected Remarks," make the necessary corrections in your application, and resubmit.
Approved: Success! Your company is legally registered. You will receive a notification and a digital copy of your Company Registration Certificate.
Phase 3: Post-Registration Essentials (You're Legal, Now Get Operational)
Getting the "Approved" status is a moment to celebrate, but a few crucial steps remain to become fully operational.
1. Obtain PAN/VAT Registration: Take your new Company Registration Certificate to your local Inland Revenue Office (IRO).
Register for a Permanent Account Number (PAN). This is mandatory for all businesses for tax purposes.
If your business turnover is expected to exceed the threshold or if you deal in VAT-applicable goods/services, you must also register for Value Added Tax (VAT).
2. Open a Corporate Bank Account: With your Company Registration Certificate and PAN certificate, visit a commercial bank of your choice to open a bank account in your company's name. All business transactions must go through this account.
3. Register at the Ward Office (Local Government): Register your business at the local ward office where your company is located. This is necessary for local-level compliance.
4. Understand Your Annual Compliances: Owning a company comes with annual responsibilities to remain legally compliant. Mark these on your calendar:
Company Update (Adhyawadhik): You must update your company's records at the OCR within six months of the end of each fiscal year.
Annual Audit: Get your financial accounts audited by a licensed auditor.
Tax Filing: File your estimated and final tax returns with the IRO on time.
Annual General Meeting (AGM): Hold an AGM as required by the Companies Act.
Conclusion
Registering a company in Nepal is a detailed but manageable process, especially with the streamlined online portal. By following this guide, you can confidently navigate each step, from your initial idea to a fully compliant legal entity. Remember that while this manual is comprehensive, complex situations, especially those involving foreign investment or public offerings, may benefit from professional legal advice.
Congratulations on taking this bold step. We wish you the very best on your entrepreneurial journey! for more detail visit: OCR Official User Manual
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