Company Registration Nepal
  • Jul 18, 2025
  • Tax Qunatity by Tax Qunatity

Company Registration Nepal: Complete Legal Guide 2025


Introduction

Company registration in Nepal has become increasingly streamlined, yet many entrepreneurs struggle with the complex legal requirements. This comprehensive guide covers every aspect of business registration Nepal procedures, ensuring your venture complies with current regulations.

Furthermore, understanding Nepal's evolving business landscape is crucial. Additionally, proper registration protects your business interests while establishing legal credibility.


What is Company Registration in Nepal?

Company registration Nepal refers to the legal process of establishing a business entity under Nepal's Company Act 2063. Moreover, this registration provides your business with legal recognition and operational legitimacy.

Key Benefits of Company Registration

  • Legal protection for business operations
  • Tax advantages and deductions
  • Access to banking facilities and credit
  • Government contracts eligibility
  • International business opportunities

Legal Framework for Company Registration Nepal

Primary Legislation

The Company Act 2063 governs all aspects of company formation in Nepal. Additionally, the Foreign Investment and Technology Transfer Act (FITTA) regulates foreign investment. Furthermore, the Industrial Enterprise Act 2076 provides additional regulatory framework.

Regulatory Bodies

AuthorityFunctionContact
Office of Company Registrar (OCR)Primary registration authorityKathmandu, Lalitpur
Department of IndustryIndustrial licensingKathmandu
Nepal Rastra BankBanking and financial regulationsCentral Bank
Inland Revenue DepartmentTax registrationVAT/Income tax

Types of Companies in Nepal

types-of-company-registred-in-ocr-nepal.jpg

1. Private Limited Company

Private limited companies are the most popular choice for business registration Nepal. Moreover, they offer limited liability protection while maintaining operational flexibility.

Key Features:

  • Minimum 2 shareholders, maximum 101
  • Share transfer restrictions apply
  • Limited liability protection
  • Separate legal entity status

2. Public Limited Company

Public companies can raise capital through public offerings. However, they face stricter regulatory requirements and disclosure obligations.

3. Partnership Firm

Partnership registration is simpler but offers unlimited liability. Additionally, partners share profits and losses according to their agreement.

4. Sole Proprietorship

Individual business registration is the simplest form. Nevertheless, it provides no liability protection for the owner.


Company Registration Process in Nepal

company-registration-process-in-nepal.jpg

Step 1: Name Reservation

Name reservation is the first crucial step in company registration Nepal. Moreover, the proposed name must be unique and comply with naming guidelines.

Requirements:

  • Unique company name
  • No similarity with existing companies
  • Compliance with naming conventions
  • Language requirements (Nepali/English)

Step 2: Document Preparation

Required documents for business registration Nepal include:

Document TypeDescriptionValidity
Memorandum of AssociationCompany's constitutionPermanent
Articles of AssociationInternal regulationsPermanent
Citizenship certificatesAll directors/shareholdersValid copy
Company sealOfficial stampRequired
Office lease agreementRegistered office proofCurrent

Step 3: Filing Application

Application filing must be done at the Office of Company Registrar. Furthermore, all documents must be properly notarized and authenticated.

Step 4: Registration Certificate

Company registration certificate is issued after successful verification. Additionally, this certificate serves as proof of legal incorporation.


Required Documents for Company Registration

documents-required-for-company-registration-in-nepal.jpg

For Nepalese Promoters

  • Citizenship certificate (notarized copy)
  • Passport-size photographs
  • Character certificate from local authority
  • Educational certificates (if applicable)
  • Experience certificates (if relevant)

For Foreign Investors

  • Passport copy (notarized)
  • Visa documents
  • Home country certificates
  • Investment approval from Department of Industry
  • Tax clearance certificates

Registration Fees and Costs

Government Fees Structure

Company TypeAuthorized CapitalRegistration FeeAdditional Costs
Private LimitedUp to Rs. 1 lakhRs. 1,000Rs. 500-2,000
Private LimitedRs. 1-10 lakhsRs. 5,000Rs. 1,000-3,000
Private LimitedAbove Rs. 10 lakhsRs. 10,000Rs. 2,000-5,000
Public LimitedAny amountRs. 25,000Rs. 5,000-10,000

Additional Expenses

  • Legal consultation fees: Rs. 15,000-50,000
  • Documentation costs: Rs. 5,000-15,000
  • Seal preparation: Rs. 2,000-5,000
  • Office setup: Rs. 20,000-100,000

Time Frame for Company Registration

Standard Processing Time

Company registration Nepal typically takes 15-30 working days. However, processing time varies based on document completeness and application complexity.

Fast-Track Options

Expedited processing is available for urgent cases. Moreover, additional fees apply for fast-track services.

Timeline Breakdown:

  • Name reservation: 2-3 days
  • Document preparation: 5-7 days
  • Application processing: 10-15 days
  • Certificate issuance: 3-5 days

Post-Registration Compliance

Mandatory Registrations

After company registration Nepal, several additional registrations are required:

  1. VAT registration (if applicable)
  2. Income tax registration
  3. Social Security Fund registration
  4. Municipal business license
  5. Industry-specific permits

Annual Compliance

Annual filings are mandatory for all registered companies. Additionally, failure to comply results in penalties and legal consequences.


Foreign Investment Considerations

FITTA Approval Process

Foreign investors must obtain approval under FITTA before company registration Nepal. Moreover, certain sectors have specific investment restrictions.

Investment Thresholds

Investment TypeMinimum AmountApproval Authority
Technology TransferNo minimumDepartment of Industry
Foreign InvestmentRs. 50 lakhsDepartment of Industry
Joint VentureRs. 20 lakhsDepartment of Industry

Common Challenges and Solutions

Documentation Issues

Incomplete documentation is the primary cause of registration delays. Therefore, engaging experienced legal counsel is advisable.

Name Conflicts

Name similarity issues frequently arise. Consequently, conducting thorough name searches prevents rejection.

Regulatory Compliance

Compliance requirements continue evolving. Hence, staying updated with regulatory changes is essential.


Digital Services and Online Registration

e-Registration Portal

Nepal government has introduced online services for company registration Nepal. Moreover, digital platforms streamline the application process significantly.

Required Technology

  • Digital certificates for online filing
  • Electronic signatures for documents
  • Online payment systems for fees
  • Digital document storage capabilities

Tax Implications

Corporate Tax Structure

Corporate income tax rates vary based on company type and income levels. Additionally, various deductions and exemptions apply.

Company TypeTax RateMinimum Tax
Private Limited25%0.1% of turnover
Public Limited25%0.1% of turnover
Banking/Insurance30%As applicable

VAT Registration

Value Added Tax registration is mandatory for companies with annual turnover exceeding Rs. 20 lakhs.


Frequently Asked Questions (FAQs)

Q1: What is the minimum capital requirement for company registration Nepal?

Answer: No minimum capital requirement exists for private limited companies in Nepal. However, the authorized capital must be declared during registration.

Q2: Can foreigners register companies in Nepal?

Answer: Yes, foreign investors can register companies in Nepal. However, FITTA approval is required for foreign investment exceeding specified thresholds.

Q3: How long does company registration take in Nepal?

Answer: Company registration Nepal typically takes 15-30 working days. Processing time depends on document completeness and application complexity.

Q4: What documents are required for company registration?

Answer: Required documents include Memorandum of Association, Articles of Association, citizenship certificates, office lease agreement, and company seal.

Q5: Is physical presence required for company registration?

Answer: Yes, physical presence of at least one director is required during the registration process. Additionally, certain documents require personal verification.

Q6: What are the ongoing compliance requirements?

Answer: Annual filing of financial statements, tax returns, and board resolutions are mandatory. Moreover, companies must maintain statutory registers.

Q7: Can company registration be done online?

Answer: Online registration services are available through government portals. However, certain documents still require physical submission.

Q8: What happens if registration is delayed?

Answer: Registration delays may result from incomplete documentation or name conflicts. Therefore, proper preparation prevents unnecessary delays.

Q9: Are there any restricted business activities?

Answer: Yes, certain business activities are restricted for foreign investors. Moreover, some sectors require special licenses or permits.

Q10: How can I check company registration status?

Answer: Registration status can be checked through the Office of Company Registrar website or by visiting their office directly.


Conclusion

Company registration Nepal is a systematic process requiring careful attention to legal requirements and documentation. Moreover, proper planning and professional guidance ensure smooth registration and compliance.

Furthermore, understanding the complete process helps entrepreneurs make informed decisions about their business structure. Additionally, staying updated with regulatory changes protects your business interests.

Key takeaways for successful business registration Nepal:

  • Prepare complete documentation beforehand
  • Engage qualified legal professionals
  • Understand ongoing compliance requirements
  • Plan for post-registration obligations
  • Consider digital services for efficiency

Finally, proper company registration Nepal establishes the foundation for successful business operations while ensuring legal compliance and protection.

Law Firm in Nepal 


Author Bio: This comprehensive guide was prepared by experienced legal professionals specializing in company registration Nepal and business law. Our team has successfully assisted hundreds of entrepreneurs with their registration requirements.

Disclaimer: This information is for general guidance only. Consult qualified legal professionals for specific advice regarding your company registration Nepal requirements.


Related Topics:

Share: