Company Registration in Nepal: Types, Process, and Compliance Guide

Company Registration in Nepal

This article outlines the legal procedures involved in registering a company in Nepal. The Company Act 2063 categorizes companies into four distinct types:

1. Private Companies
2. Public Companies
3. Not-for-Profit Companies
4. Foreign Companies

Steps Involved in Company Registration

1. Company Name Reservation

The initial step involves reserving a unique company name through the Office of the Company Registrar (OCR)'s online platform. The proposed name must not match any existing registered companies. Once the name is approved, the next steps in the registration process can begin.

2. Document Submission

The following documents must be submitted to OCR:

• Application form
• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Citizenship or National ID (for Nepali nationals), Passport (for foreigners)
• Prior approval/license from relevant authority (if applicable)
• Department of Industry (DOI) approval (for foreign investment)
• Power of attorney

3. Verification by OCR

The OCR examines all submitted documents. If any inconsistencies or missing information are found, the applicant is required to submit additional documents or corrections.

4. Payment of Registration Fees

After OCR has reviewed and approved the documents, the applicant must pay the registration fee, which is based on the company’s authorized capital. The fee structure differs for private and public companies.

Private Companies:

Public Companies:

5. Issuance of Registration Certificate

Once the paperwork and fees are in order, the OCR issues a certificate of company registration, confirming the legal existence of the company.

6. Tax Registration with Inland Revenue Office

After registration, the company must obtain a Permanent Account Number (PAN) from the Inland Revenue Department (IRD), which is required for all tax and VAT-related transactions.

Post-Registration Compliance

Once a company is registered, it must meet several legal obligations to remain compliant:

1. Business Registration at the Local Level

This involves registering the company with the local municipal or rural ward office. Required documents include:

• Application form
• Certificate of company registration
• Citizenship certificate
• MOA and AOA
• Rental agreement
• House owner’s tax clearance
• Meeting minute

The municipality may request additional documents such as a business layout or recommendation letter. Upon approval, the company receives a certificate allowing it to operate within that jurisdiction.

2. PAN Registration at Inland Revenue Office

To register for a PAN, the applicant must:

• Fill out a PAN registration form online via the IRD portal
• Submit documents such as the company registration certificate, ward registration certificate, MOA, AOA, rental contract, land ownership proof, and citizenship of shareholders
• Provide recent passport-sized photographs

After verification, a unique PAN is issued, as mandated by the Income Tax Act 2058 (2002).

Compliance Obligations

Initial Compliance (within 3 months of registration)

A newly registered company must submit the following to OCR:

• Company’s official address
• Auditor appointment
• Shareholder registry
• Directors’ declaration

Annual Compliance:

Each company must hold an Annual General Meeting (AGM) within one year of registration. Required filings include:

• Minutes of AGM
• Audit report
• Auditor appointment for the next fiscal year

The company registration process in Nepal is clearly structured: name reservation, document submission, fee payment, certification issuance, and tax registration. To operate lawfully and avoid penalties, companies must follow all steps under the Company Act 2063 and related laws. Furthermore, fulfilling post-registration duties—such as local registration, PAN acquisition, and ongoing compliance—ensures that the company maintains transparency, legal status, and credibility among stakeholders.