Company Registration Process in Nepal

Company Registration Process in Nepal

Background

Businesses can be registered in different authorities and operated in Nepal. Local businesses can be registered at local government ward and municipality offices and limited liability companies are mostly registered in the office of the company register and operated in Nepal.

 

A company is a separate legal entity formed by a group of individuals to operate a business, commercial or industrial enterprise created by a legal process, having a legal right, incurring liabilities with perpetual succession. The company Registration process in Nepal is governed by the Companies Act, 2063 (hereinafter the Act). In Nepal, the Office of the Company Registrar (OCR) is the authority to regulate the process of registration of a company.

1. Existing law for registration of company in Nepal

Companies Act, 2006 (2063) is the law governing the process of registration of Company in Nepal.

2. Governing Authority

The office of the Company Registrar (“OCR”) is the governing authority for the registration of companies in Nepal.

3. Types of Companies

The Act addresses the registration process of the following types of companies registration in Nepal.

 

types-of-companies

4. Private Company Registration Process in Nepal

Below is the step-by-step company registration process in Nepal: 

Step 1: Reservation company’s name
Step 2: Approval of Name from OCR
Step 3: online/physical submission of Documents at OCR
Step 4: Examination and Verification of documents by OCR
Step 5: Issuance of certificate by OCR
Step 6: Registration of Business in Local Authority (Ward Office)
Step 7: Tax registration (PAN/VAT) at the Revenue Office

 

process-of-registration

5. Documents Required for Registration of Company

 

Below are the documents required for the private company registration process in Nepal:

 

S.No.Documents RequiredNo. of Copies
1.Application for Registration1
2.Memorandum of Association2
3.Article of Association2
4.Citizenship certificate in case of Nepali promoter/ passport in case of  foreign promoter1
5.Consensus Agreement (if any)1
6.Permission obtained to invest by foreign promoters 
7.Copy of certificate of registration and other registration documents (memorandum of association, articles of association) if the shareholder is a company1
8.Corporate resolution of the shareholder if the shareholder is a company1
9.Copy of prior approval of the DOI  in case the shareholder is a foreign investor1

6. Post -Registration process of Company in Nepal

Documents required for registration of business in local authority(Ward office)

  • Citizenship of the shareholders
  • Rental Agreement
  • Company Registration Certificate

 

Documents required for Tax Registration (VAT/PAN) in Inland Revenue Office: 

  • Citizenship of the shareholders
  • Company Registration Certificate
  • Registration of Business Certificate

      7. Government Fee as per the Capital

       

      The government Fee for the private company registration process in Nepal is mentioned below:

       

      S.No.Amount of Authorized CapitalRegistration Fee (Rs)
      1.Up to 1,00,000/-1,000/-
      2.1,00,001 to 5,00,000/-4,500/-
      3.5,00,001 to 25,00,000/-9,500/-
      4.25,00,001 to 1,00,00,000/-16,000/-
      5.1,00,00,001 to 2,00,00,000/-19,000/-
      6.2,00,00,001 to 3,00,00,000/-22,000/-
      7.3,00,00,001 to 4,00,00,000/-25,000/-
      8.4,00,00,001 to 5,00,00,000/-28,000/-
      9.5,00,00,001 to 6,00,00,000/-31,000/-
      10.6,00,00,001 to 7,00,00,000/-34,000/-
      11.7,00,00,001 to 8,00,00,000/-37,000/-
      12.8,00,00,001 to 9,00,00,000/-40,000/-
      13.9,00,00,001 to 10,00,00,000/-43,000/-
      14.10,00,00,000/-30 for each 1,00,000/-

      8. Timeline for Registration of Company

      It will require 7 to 10 days for the incorporation of a company in Nepal.

      9. Fee/Tax Required for Company Registration

       

      As per the current Budget of Nepal fee/tax has been waived for registration of a company in Nepal.

       

      The following fees/taxes have to be paid during the registration of the company in Nepal, as mentioned:

       

      S.NParticularsGovernment Fee
      1.If the company is owned by foreign investors, the amount must be deposited at the DOI2 corer NPR (Approx 20,000 USD)
      2.Business Registration in Ward Office 5000 to 1500 NPR (Approx 38 to 115 USD)
      3.House Rent Tax10% of the house rent amount per month

      10. Post registration Compliance

      The following are the post-registration compliances that a company should do after registration of the company in Nepal:

       

      Receiving the specific license from the concerned department (if necessary). Kindly go through para 11 of this article.

      Submission of 3 months compliance document before OCR,

      Recording of investment at NRB (in case of FDI Company)

      Submit Annual Compliance Document at OCR,

      Compliance with Companies Act, Labor Act, Tax Law and other applicable law of Nepal during the operation of the local subsidiary company.

      11. Specific Business Approval

       

      There are some types of business that need additional approval from the concerned department prescribed by the law, even after the incorporation of the company, before their operation.

       

      S.N.Nature of BusinessInstitution to grant License/Approval
      1CollegesAffiliated University
      2Insurance CompanyInsurance Board
      3Bank and Financial InstitutionNepal Rastra Bank
      4Hydro PowerElectricity Development Board
      5Travels and TrekMinistry of Tourism, Culture and Civil Aviation
      6Food IndustriesDepartment of Food Technology and Quality Control
      7Business related to telecommunicationNepal Telecommunication Authority

       

      Note: Annual filing of company details must be updated to the Office of the Company Register (OCR) each year. 

       

      Disclaimer: All content available here is for general information purposes. A proper legal solution always depends on your particular circumstances thus seek advice from an attorney who can provide assurances of the information contained herein and its interpretation.  All liability with respect to actions taken on the basis of the site’s information is hereby expressly disclaimed.

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