Private Limited Company Registration in Nepal

Company Darta provides support with the structure, incorporation documents and OCR filing for a wholly Nepali-owned private limited company, with PAN coordination where included in the agreed engagement.

  • OCR filing support
  • MOA and AOA
  • PAN coordination

Quick Facts

TimelineDepends on OCR approval
Government AuthorityOCR, DOI, IRD
Service Fee FromWritten quotation after route and scope review.
Suitable ForNepali-owned company founders, foreign investor an.d Nepali-foreign joint ventures.
Overview

What This Service Covers

Private company registration means the legal process by which one or more persons incorporate a company as a private company with the Office of the Company Registrar (OCR) in accordance with the Companies Act, 2063, by submitting the prescribed incorporation documents and obtaining the Certificate of Incorporation.

The route also requires the founders to settle their proposed activity, ownership, capital and registered-office details before filing can proceed smoothly.

What Our Service Includes

  • Legal advice on the appropriate company structure, shareholder arrangement, share capital, business activities, company name, and incorporation requirements for Nepalese and foreign investors. End-to-end assistance with name approval, preparation of the Memorandum and Articles of Association, incorporation documents, filing, and liaison with the Office of the Company Registrar (OCR) until the Certificate of Incorporation is obtained.
  • For companies with foreign shareholders, assistance with FDI eligibility, Department of Industry approval, foreign shareholder documentation, shareholding structures, and joint venture agreements, where applicable.
  • Identification and assistance with obtaining PAN/VAT, industry registration, sector-specific licenses, permits, and other governmental approvals required for the company's proposed business activities.
  • Ongoing legal support for share transfers, changes in directors/shareholders, corporate resolutions, statutory filings, amendments to constitutional documents, annual compliance, and other corporate legal requirements.

Who Is It For?

    • Nepali Entrepreneurs & Businesses – Individuals, start-ups, family businesses, and business partners who want to establish a formally incorporated business with limited liability.

    • Single Founders & Joint Business Owners – Individuals or groups who want to own and operate a business through a separate legal entity without offering shares to the general public.

    • Foreign Investors & Joint Ventures – Foreign investors and Nepali–foreign partners seeking to establish a business in Nepal, subject to applicable foreign investment laws, approvals and sector-specific requirements.

What Is Not Assumed

  • Businesses intending to raise capital from the general public: A private company cannot openly offer its shares or debentures for public subscription. A public company structure may be more appropriate.
  • Businesses requiring a different legal structure: Certain activities may be better suited to another form of entity or may be subject to specific regulatory requirements. The proposed business activity should therefore be assessed before incorporation.
  • Businesses unwilling to maintain ongoing corporate compliance: Incorporation is not the end of the process. A private company has continuing legal, accounting, tax, and corporate compliance obligations.

KEY ROUTE DECISIONS FOR PRIVATE LIMITED COMPANY REGISTRATION

  • Decide whether the company will be single-owner, Nepalese-owned, jointly owned, or involve foreign shareholders.
  • Determine the company's proposed business activities and check whether they require additional licenses, approvals, or sector-specific registrations.
  • Decide the authorized/issued capital, shareholders' contribution, and percentage of shares to be held by each shareholder.
  • Determine the directors, decision-making arrangements, and internal governance structure to be reflected in the company's constitutional documents.
  • Establish what registrations and approvals are required after incorporation—particularly where the company has foreign investment or operates in a regulated sector.

 

Why It Matters

Doing It Yourself vs. Working With Us

Without Professional Help

  • Choosing company objectives without checking legal or sector-specific requirements
  • Preparing and submitting documents without professional legal review
  • Discovering FDI or regulatory requirements after incorporation
  • Treating registration as the end of the process

With Company Darta Nepal

  • Structuring objectives correctly and identifying required licenses or approvals
  • Professionally drafting and reviewing the MoA, AoA and incorporation documents
  • Identifying FDI, licensing and regulatory requirements before registration
  • Receiving ongoing guidance on post-incorporation corporate and regulatory compliance

Private company incorporation process

The sequence below is a practical outline. Timing varies with the promoter group, document readiness and the Registrar's examination.

1

Confirm the structure and proposed ownership Before filing

Confirm the intended activities, ownership split, capital and whether any foreign shareholding changes the route.

2

Submit the proposed name Depends on the Registrar's response

Provide a preferred name and alternatives for the Registrar to consider. The Registrar decides whether a name is acceptable.

3

Prepare the incorporation documents Depends on document readiness and signatures

Prepare the memorandum and articles of association for the agreed objectives, capital and shareholding.

4

File with the Office of the Company Registrar Depends on document readiness

Submit the application and supporting documents through the Registrar's system and arrange payment of applicable government charges.

5

Respond to examination queries Authority-dependent

The Registrar may seek corrections or more information. If satisfied, it registers the company and issues the incorporation certificate.

6

Complete tax registration steps After incorporation

Complete PAN registration and consider VAT or excise registration only where the activity or applicable rules require it.

7

Ward Re

Information to prepare

This is a working list, not a final authority checklist. The Registrar may request further documents for a particular application.

Proposed company name and alternativesUsed for the Registrar's name-availability and acceptability check.
Memorandum of associationSets out the company's objectives and capital in the applicable form.
Articles of associationSets out the company's internal-management arrangements.
Promoter identity documentsCitizenship copies may be required for Nepali promoters; the requirement differs for a foreign-investment route.
Registered-office detailsThe Registrar records the company's registered office. Supporting evidence can vary by the current requirement.
Capital and shareholding detailsConfirm authorised, issued and paid-up capital, together with the proposed ownership split.

Check the Registrar's current requirements before filing. The exact documents can vary with the company structure and the authority's request.

What You Receive and What Can Affect the Work

What You Receive

  • A working incorporation checklist that distinguishes OCR, PAN and activity-specific next steps.
  • Agreed support with the structure, incorporation documents, OCR filing and PAN coordination.
  • Government-issued registration documents only when the Registrar completes registration.

Before You Proceed

  • Ensure promoters can provide identity documents and sign the constitutional and filing materials.
  • Confirm the business objectives, ownership, capital, registered office, and whether any foreign ownership or sector approval applies.
  • Confirm the agreed Company Darta scope and fee.

What Can Affect Timing

  • Whether ownership or the planned activity requires a separate approval route before or after incorporation.
  • Name acceptance, promoter signatures, document completeness, Registrar queries and the Registrar's workload.
  • The readiness of company particulars and supporting information for the relevant filing stage.

 Note

Contact Company Darta to confirm the route, required documents and agreed scope before filing. Registration remains a decision of the Office of the Company Registrar.

Quotation Disclaimer

To request a written quotation, use the Contact Us form or email [email protected]. An initial enquiry does not require document submission. The final quotation is confirmed after the route and agreed scope are reviewed.

Why Company Darta Nepal

A Partner, Not Just a Processor

10+ Years Experience

Years working with Nepal's registration authorities — we know every procedure, form and official requirement.

Dedicated Experts

One specialist owns your file from consultation to completion. No call centers, no handoffs.

Transparent Pricing

Clear, itemized quotes before you commit. Government fees and service fees always separated.

100% Government Compliant

No shortcuts and irresponsible filing, Prepared and reviewed according to the applicable registration requirements

End-to-End Support

We stay with you after registration — compliance, filings and renewals, one partner for the whole journey.

Frequently Asked Questions

Ready to Get Started with Private Limited Company Registration?

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