A Step-by-Step Guide to Registering Your Company in Nepal

Starting a business in Nepal is a significant step towards economic contribution and job creation. It is a rewarding venture with many facets, and understanding the registration process is crucial. This comprehensive guide outlines the step-by-step process for registering a company in Nepal, ensuring a smooth journey for aspiring entrepreneurs.

Step 1: Choose Your Company Type

In Nepal, you can set up either a private or a public company. Private companies have a shareholder limit of 1 to 50 and do not solicit public share subscriptions. Public companies require a minimum of 7 shareholders and NPR 10 million in paid-up capital. They can offer shares to the public through the Nepal Stock Exchange under the Company Act and Securities Act.

Step 2: Name Reservation at the Office of Company Registrar (OCR)

The first crucial step is reserving your company name. This is done via the OCR's online portal. Your proposed name in both English and Nepali needs approval from OCR. It's important to adhere to naming rules; otherwise, your application may be rejected, requiring reapplication with a corrected or alternative name.

Step 3: Submit Necessary Documents

After name approval, the next step involves submitting various documents to OCR, including:

• An application form with NPR 10 stamp.
• Two copies each of the Articles of Association and Memorandum of Association.
• Attested copies of citizenship certificates of founder shareholders.
• Attested copies of the agreement between the founder shareholders.

For foreign investors or owning companies, additional documents like approval of foreign investment, a copy of the investor’s passport or owning company’s registration certificate, and the company’s board decision to establish the proposed company are required.

Step 4: Examination of Documents

OCR will thoroughly review the submitted documents for any discrepancies or missing information. This stage is critical to ensure that all the details and objectives stated in your documents are in line with the requirements.

Step 5: Payment of Registration Fees

The registration fees depend on the size of the capital investment. The fee structure is tiered based on the amount of authorised capital, with different rates for private and public limited companies.

Step 6: Issuance of Company Registration Certificate

Once steps 1 to 3 are satisfactorily completed, and the fee is paid, the OCR issues a registration certificate for your company. This certificate is a crucial document and should be checked for accuracy.

Step 7: Tax Registration (VAT/PAN)

Finally, you must register for a Permanent Account Number (PAN) at the Inland Revenue Office (IRO). This involves submitting an online form and relevant documents like the company registration documents, online form submission number, and address proof.

Additional Tips

• Start the registration process early to allow enough time for name approval and paperwork completion.
• Ensure you have all required documents; incomplete applications are not accepted.
• Be clear about your company's objectives as this is crucial for OCR's approval.

Conclusion

The process of company registration in Nepal involves several stages, from deciding the type of company to finalising tax registration. It's crucial to follow each step carefully and comply with all requirements to ensure a hassle-free registration. This process not only legalises your business but also paves the way for a successful entrepreneurial journey in Nepal.

Disclaimer: This article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.