Company registration in Nepal is handled by the Office of the Company Registrar (OCR). For a standard Nepali-owned company, the process begins with online name reservation, followed by submission of the company’s constitutional documents, capital and ownership details, identity documents, and any approval required for a regulated activity. OCR examines the application and issues the registration certificate if the requirements are satisfied. The filing process is available through OCR’s Company Administration Management Information System, or CAMIS.
This guide focuses on first-time Nepali founders forming a wholly Nepali-owned private limited company. Public companies, profit-not-distributing companies, foreign investment, branches of foreign companies, conversions of existing firms, and regulated industries have additional requirements.
Company registration in Nepal: the short answer
The standard process is:
- Decide the company type, ownership, activities, capital, directors, and registered office.
- Submit proposed Nepali and English names through CAMIS.
- After name approval, prepare the memorandum of association and articles of association.
- Complete the online company, capital, shareholder, director, and document sections.
- Upload the signed documents and identity evidence.
- Review and submit the application.
- Respond to any OCR remarks.
- Pay the government registration fee requested by OCR.
- Obtain the company registration certificate.
- Complete PAN registration and any activity-specific approvals before operating.
OCR’s current manual shows name reservation and company registration as separate stages. The registration stage covers general information, objectives, capital, shareholders, directors, constitutional documents, document uploads, final preview, submission, and application status
Decide whether a company is the right structure
A company is a separate organized legal entity. Once incorporated, it can hold property and sue or be sued in its registered name. Its legal identity is separate from that of its shareholders, subject to the Companies Act and the company’s constitutional documents. Companies Act, 2063, sections 7–8.
That does not mean every small business must be a company. A sole proprietorship or partnership firm follows a different registration route and may involve different ownership, liability, governance, tax, and renewal considerations.
Decide whether a company is the right structure
A company is a separate organized legal entity. Once incorporated, it can hold property and sue or be sued in its registered name. Its legal identity is separate from that of its shareholders, subject to the Companies Act and the company’s constitutional documents. Companies Act, 2063, sections 7–8.
That does not mean every small business must be a company. A sole proprietorship or partnership firm follows a different registration route and may involve different ownership, liability, governance, tax, and renewal considerations.
Which company type suits a first-time founder?
| Company type | Main characteristics |
|---|---|
| Private limited company | May have a single shareholder and up to 101 shareholders. It is generally the relevant company form for founders who do not intend to offer shares to the public. |
| Public limited company | Requires at least seven promoters. OCR’s current registration guidance states that it must have at least NPR 10 million in paid-up capital. It also requires separate approval before commencing business. |
| Profit-not-distributing company | Requires at least five promoters. Profits or savings cannot be distributed to members as dividends or similar payments. |
These limits and characteristics are stated in OCR’s current registration guidance and the Companies Act. OCR, “Company Registration–Important Information”; Companies Act, 2063, sections 9, 11 and 166.
For many first-time founders, a private limited company is the most relevant company form because it permits single or shared ownership without public share subscription. The best structure still depends on the activity, number of owners, funding plans, governance needs, and compliance capacity.
Cases that need a different registration route
Do not treat this standard checklist as complete if:
- any promoter or shareholder is foreign;
- a foreign company will be a shareholder;
- an existing sole proprietorship or partnership is being converted;
- the proposed activity needs approval before incorporation;
- the entity will be a public company or profit-not-distributing company;
- the activity is regulated, such as banking, insurance, telecommunications, education, tourism, health, recruitment, or certain industrial activities.
OCR publishes additional document requirements for foreign investment, corporate promoters, conversions, public companies, and foreign-company branches. OCR registration requirements, sections 2.2–2.5.
What to decide before starting the OCR application
Settle the following points before reserving the name:
- Company type: Usually private limited for the route covered by this guide.
- Proposed names: Prepare more than one Nepali and English option.
- Business objectives: Describe what the company will actually do.
- Shareholders and ownership percentages: Confirm who will own the shares and in what proportions.
- Capital structure: Decide the authorized, issued, paid-up, and unpaid capital amounts.
- Directors: Decide who will sit on the board and ensure the portal contact details are accurate.
- Registered office: Determine the company’s official address.
- Decision-making rules: Consider voting, director powers, share transfers, and whether the founders need a unanimous agreement.
- Regulatory route: Check whether the planned activity needs a prior approval or a post-incorporation licence.
OCR’s CAMIS manual requires the applicant to enter general company information, objectives, capital, shareholders, board members, and legal documents. It also applies consistency checks: issued capital cannot exceed authorized capital, and paid-up capital cannot exceed issued capital. OCR CAMIS manual, pp. 24–60.
OCR’s FAQ currently states that the minimum authorized capital for company registration is NPR 100,000. Treat that as current OCR operational guidance and verify the amount in CAMIS if a sector-specific capital rule applies. OCR FAQ, “Company investment”.
Documents required for company registration
Standard documents for Nepali individual promoters
For a private company whose promoters are Nepali individuals, the core documents are:
- the prescribed company-registration application;
- the memorandum of association;
- the articles of association;
- certified copies of each promoter’s Nepali citizenship certificate;
- a copy of any unanimous agreement among the private-company shareholders, if one exists; and
- any prior approval or licence that the law requires before a company carrying on the proposed activity can be registered.
The Companies Act requires the approved-name applicant to upload the memorandum, articles, promoter identity documents, applicable promoter agreements, and any legally required prior approval electronically. OCR’s registration page identifies the relevant prescribed schedules for different company types. Companies Act, 2063, section 4; OCR document checklist; OCR application formats.
OCR identifies different memorandum formats for a single-shareholder private company and a private company with multiple shareholders. The Act also permits a single-shareholder founder who accepts the prescribed articles format to proceed without submitting a separately drafted set of articles in the circumstances described by section 4(3). Check which CAMIS-generated or uploaded form the portal requests for the selected route. Companies Act, 2063, section 4(3); OCR application formats.
Documents required only in particular cases
Additional documents may be required when:
- A Nepali company is a promoter: Its registration certificate, constitutional document, board decision approving the investment, and evidence identifying its representative may be required.
- The proposed business is regulated: Submit the prior approval or licence if the applicable law requires it before incorporation.
- The founders have a unanimous agreement: Upload the agreement for a private company.
- A promoter is foreign: The standard Nepali-owned route no longer applies; foreign-investment approval and foreign identity or corporate documents become relevant.
- OCR raises a case-specific query: The applicant must provide the requested clarification or correction.
OCR’s authority to examine the application means its document request may depend on the ownership, activity, and materials submitted. Do not treat a document commonly requested in one type of application as universal to all companies.
Company registration process in Nepal
Step 1: Open CAMIS and reserve the company name
Use the official CAMIS portal linked by OCR. Choose the company type and enter the proposed name in Nepali and English. The portal allows an availability check, but OCR—not the availability tool—makes the name-approval decision. OCR CAMIS manual, pp. 1–14.
OCR may refuse a name that matches or is confusingly similar to an existing company or trademark, is unlawful or unsuitable on public-interest or morality grounds, or conflicts with the name of a recently cancelled or insolvent company. Companies Act, 2063, section 6.
The CAMIS manual states that the company-registration stage must be completed within 90 days of name approval; otherwise, another applicant may be able to reserve and register the name. This is an operational portal deadline, not a promised OCR processing time. OCR CAMIS manual, p. 24.
Step 2: Prepare the memorandum and articles
The memorandum of association (MOA) records foundational matters such as the company’s name, objectives, capital, and founders’ share commitments.
The articles of association (AOA) govern internal matters such as meetings, directors, voting, and share administration.
Make sure the objectives match the intended activity. Vague, contradictory, or regulated objectives can produce questions or require additional approval. Ensure that the names, capital figures, share allocations, and addresses are consistent throughout the application.
Step 3: Enter the company and capital details
Complete the general-information and objective sections. Then enter the authorized, issued, paid-up, and unpaid capital.
In practical terms:
- Authorized capital is the maximum share capital the company is presently authorized to issue.
- Issued capital is the portion offered or allocated to shareholders.
- Paid-up capital is the amount shareholders have paid or committed as paid in the company record.
The CAMIS validation described in OCR’s manual requires issued capital not to exceed authorized capital and paid-up capital not to exceed issued capital. OCR CAMIS manual, pp. 38–44.
Step 4: Add shareholders and directors
Enter each shareholder’s details and ownership. Then select the board members from the shareholder information where the portal requires it.
OCR’s manual indicates that at least one board member’s phone number must be verified. It also contains separate workflows for Nepali residents, foreign residents, corporate shareholders, and foreign-company representatives. OCR CAMIS manual, pp. 44–57.
Before continuing, check that:
- ownership percentages and share numbers agree;
- capital totals reconcile with the shareholder allocations;
- names match the identity documents;
- phone and email details are active; and
- the directors’ terms and particulars are accurate.
Step 5: Upload and review the documents
Complete the legal-document section and upload each document requested by CAMIS. OCR’s manual also describes document generation, document preview, and a final application preview. OCR CAMIS manual, pp. 58–62.
Check the final preview carefully. A correction made before submission is usually simpler than responding to a discrepancy after review.
Step 6: Submit and respond to OCR review
After submission, CAMIS displays the application state. OCR’s manual identifies submitted, under-review, approved, and rejected states. A rejected application should display remarks that the applicant can review before correcting the filing. OCR CAMIS manual, pp. 62–65.
A rejection or correction request is not necessarily a final refusal under the Act. Read the remark, correct the specific issue, and avoid changing unrelated information unless necessary.
Step 7: Pay the government fee and obtain the certificate
Pay the government amount generated or confirmed by OCR for the selected company type and authorized capital. Keep the payment record with the company file.
If OCR is satisfied, it registers the company and issues the prescribed registration certificate. Incorporation occurs when the company is registered under section 5 of the Companies Act. Companies Act, 2063, section 5.
Company registration fees in Nepal
Government registration fee for a private company
As of 27 August 2026, OCR’s live revenue page publishes the following government registration fees for private limited companies:
| Authorized capital | Government registration fee |
|---|---|
| Up to NPR 100,000 | NPR 1,000 |
| NPR 100,001–500,000 | NPR 4,500 |
| NPR 500,001–2,500,000 | NPR 9,500 |
| NPR 2,500,001–10,000,000 | NPR 16,000 |
| NPR 10,000,001–20,000,000 | NPR 19,000 |
| NPR 20,000,001–30,000,000 | NPR 22,000 |
| NPR 30,000,001–40,000,000 | NPR 25,000 |
| NPR 40,000,001–50,000,000 | NPR 28,000 |
| NPR 50,000,001–60,000,000 | NPR 31,000 |
| NPR 60,000,001–70,000,000 | NPR 34,000 |
| NPR 70,000,001–80,000,000 | NPR 37,000 |
| NPR 80,000,001–90,000,000 | NPR 40,000 |
| NPR 90,000,001–100,000,000 | NPR 43,000 |
OCR publishes a separate calculation for capital above NPR 100 million. Check the complete official revenue schedule and the amount generated in CAMIS rather than extrapolating from the table.
These are government registration fees, not Company Darta Nepal fees, legal fees, notary charges, licence fees, tax, or other third-party costs. OCR’s revenue page also records a full registration-fee waiver that was expressly limited to fiscal year 2080/81. That expired entry should not be presented as a 2026 waiver. OCR, “Revenue/Fees,” Gazette schedule and 2080/81 note.
Costs not included in the OCR registration fee
Depending on the case, a founder may separately incur:
- document certification or notarization costs;
- professional drafting or filing fees;
- translation costs;
- sector-licence or industry-registration charges;
- local-government business charges;
- banking or other third-party expenses; and
- post-incorporation compliance costs.
These amounts are not part of the OCR incorporation fee unless an official source expressly combines them. Request separate classifications when comparing quotations.
How long does company registration take?
Section 5 of the Companies Act directs OCR, after the required examination, to register the company within seven days of the application and issue the prescribed certificate. The current consolidated text also provides that if registration is not completed within that period, OCR must give a reasoned response within the following three days. This is a statutory administrative timeline, not a guaranteed end-to-end completion promise. Companies Act, 2063, section 5.
The total time available to the founder should also account for:
- preparing the ownership and capital information;
- name approval;
- signatures and document uploads;
- corrections requested by OCR;
- any prior approval required for the activity; and
- payment and certificate processing.
No responsible guide can guarantee a completion date. The actual outcome depends on the application, authority review, portal operation, and any required correction or external approval.
Common reasons for rejection or delay
Common avoidable problems include:
- proposing a name that is confusingly similar to an existing company or trademark;
- using different spellings of a promoter’s name across documents;
- entering capital figures that do not reconcile;
- allocating shares inconsistently;
- submitting unsigned or unclear documents;
- choosing objectives that do not match the intended activity;
- omitting a prior approval required for a regulated activity;
- using the wrong memorandum or articles format;
- failing to respond precisely to an OCR remark; or
- allowing the name-reservation period to expire.
The statutory refusal grounds are set out in section 6 of the Companies Act. CAMIS separately allows OCR reviewers to approve, reject, or issue remarks during application processing. Companies Act, 2063, section 6; OCR CAMIS manual, pp. 62–65.
What to do after the company is registered
OCR incorporation creates the company, but it does not automatically complete every tax, local, industry, or sector-specific requirement.
Obtain a business PAN
OCR instructs companies to obtain a Permanent Account Number (PAN) from the relevant Inland Revenue Office before starting business. OCR, “Activities Required After Incorporation”.
The Inland Revenue Department (IRD) allows a Business PAN application through its Taxpayer Portal. IRD’s current FAQ describes an online application followed by submission or verification using the submission number and applicable supporting materials. For an entity, the materials include its registration evidence and the identity, photo, authority, and business-address documents applicable to the case. IRD PAN FAQ; IRD Taxpayer Portal.
Check VAT, excise, industry, local, and sector requirements
PAN and VAT are not the same registration. VAT or excise registration applies only where the business activity or current tax rules require it. IRD advises a PAN-only business to apply separately when it becomes required to register for VAT. IRD PAN and VAT FAQ.
Likewise, OCR registration does not replace a licence required for a regulated activity. OCR states that a company must obtain the relevant approval before carrying out an activity for which Nepalese law requires permission. A private company does not need a separate OCR commencement approval, but it still cannot begin a regulated activity before obtaining the required sector approval. Public companies follow a separate commencement-approval rule. OCR post-incorporation guidance.
Because local charges and procedures can differ by municipality and activity, confirm the requirements with the municipality where the business will operate.
Set up the company’s records and banking arrangements
As practical preparation:
- keep the incorporation certificate, MOA, AOA, PAN, payment receipts, and approvals together;
- record the initial share ownership and director decisions;
- prepare board authority for opening and operating the company bank account;
- conduct company transactions in the registered company’s name; and
- establish accounting records before significant transactions begin.
These steps support compliance but should not be confused with the legal act of incorporation itself.
Plan for annual compliance
Registration is not a one-time substitute for ongoing compliance. Companies must maintain accounts, arrange the applicable audit and corporate approvals, and submit required information to OCR and IRD within the relevant deadlines. OCR’s post-incorporation guidance summarizes continuing duties relating to company records, financial statements, audit, meetings, and statutory filings. OCR post-incorporation guidance.
Obtain case-specific accounting or legal advice before the first reporting deadline if the founders are unfamiliar with these duties.
Company registration checklist
Before submission:
- Confirm that a company is the appropriate structure.
- Choose the company type.
- Prepare Nepali and English name options.
- Define the actual business objectives.
- Confirm the shareholders and ownership percentages.
- Set authorized, issued, and paid-up capital.
- Select the directors.
- Confirm the registered-office details.
- Check for prior regulatory approval.
- Prepare the correct MOA and AOA.
- Prepare certified citizenship copies.
- Check every spelling, capital figure, and share allocation.
- Review the complete CAMIS preview before submitting.
After approval:
- Retain the registration certificate and payment record.
- Obtain Business PAN before starting business.
- Check whether VAT or excise registration applies.
- Obtain any industry, local, or sector licence.
- Establish the company’s bank and accounting records.
- Calendar the first corporate, tax, audit, and OCR deadlines.
Disclaimer: This guide provides general information as of 27 August 2026. It is not individualized legal, tax, accounting, investment, or regulatory advice. Requirements can change and may depend on the company’s ownership, activity, capital, location, and regulator. Confirm time-sensitive requirements with OCR, IRD, the relevant municipality, or a suitably qualified professional before filing.
