Nepal Accouting

Company registration in Nepal: online process explained

Pjay Shrestha Sep 15, 2025 12:02:57 PM 6 min read

Company registration in Nepal online process — OCR e-filing dashboard walkthrough

Company registration in Nepal is now largely online. Founders complete name reservation, e-filing, and payments on the OCR portal. FDI approvals, tax accounts, and post-incorporation steps also have digital touchpoints. This guide explains each step, including FDI flows, practical timelines, fees, and frequent pitfalls. Use it to plan a smooth launch and avoid rework.

Snapshot: Why Nepal in 2025

Nepal is a growth market for regional expansion. Young demographics support services, manufacturing, and digital ventures. Tourism, hydropower, and IT-BPM are priority sectors. FDI is governed by FITTA 2019 with “negative list” restrictions. Corporate income tax is assessed under the Income Tax Act 2058. Labor compliance aligns to the Labor Act 2074 and SSF enrollment rules. These frameworks define your setup path.

Company registration in Nepal: online process explained (2025)

The OCR e-Services system covers reservation, filings, and fees. Most filings are digital. You still need a local registered office and verified KYC. For FDI, you also interface with DoI and NRB for approvals and capital remittance.

Pick the right vehicle

Private Limited Company (most common)
Branch Office of a foreign company
Liaison (Representative) Office
Public Limited Company (for regulated or fund-raising cases)

Comparison at a glance

Vehicle	Foreign ownership	Typical use case	Capital rules	Tax exposure	FDI approvals	Pros	Cons
Private Ltd	Up to 100% (not in restricted sectors)	Trading, services, IT-BPM, light manufacturing	Paid-up capital as per business plan and sector norms	Full CIT, VAT/PAN, withholding rules	DoI + NRB for equity	Flexibility, limited liability	More filings than liaison
Branch	N/A (same foreign parent)	Contract delivery, specialized services	Capital via parent support	Taxed on Nepal-source income	DoI + NRB for inward flows	Use parent credentials	Approvals and ongoing reporting
Liaison	N/A	Market research, coordination, no revenue	Operating budget only	No income tax on non-revenue liaison activity	DoI + NRB for expense inflows	Low-risk presence	No commercial operations
Public Ltd	Up to 100% per sector law	Regulated sectors, large scale	Higher governance and audit	Full CIT; public disclosure	Sector approvals may apply	Access to investors	Heavy compliance load

Source framework: Companies Act 2063; FITTA 2019; Industrial Enterprises Act 2076; sectoral laws.

Two paths: domestic vs FDI founders

A) Domestic or non-FDI founders (all-Nepal capital)

Name reservation on OCR e-Services.
E-file MOA, AOA, and forms; upload KYC and lease documents.
Pay OCR fees online.
Obtain Incorporation Certificate.
Tax setup: Apply for PAN. Register for VAT if thresholds or activity demand it.
Open bank accounts.
Labor & SSF: Register employees and enroll with SSF.
Industry-specific licenses if required.

B) FDI founders (foreign capital or foreign shareholder)

Order and dependencies matter. Plan these steps carefully.

FDI Approval from the Department of Industry (or IBN for large projects).
NRB approval for foreign equity and remittance channel.
Incorporate at OCR using DoI approval and investment plan.
Open share capital bank account and remit investment per NRB’s approval.
PAN (and VAT if applicable).
Post-investment reporting to DoI and NRB.
SSF and Labor Office registration.
Sectoral licenses as applicable.

Rule anchors: FITTA 2019; Foreign Exchange rules via NRB; Companies Act 2063; IRD tax registration guidelines.

Step-by-step: OCR e-filing flow (Private Limited)

Create OCR account. Use a responsible person’s email and mobile number.
Name search and reservation. Provide English and Nepali versions if required. Avoid restricted words.
Draft MOA/AOA. State objectives, capital, share structure, and registered office.
Prepare attachments. Shareholder passports or citizenship, photos, BO declaration, lease agreement, and board consents.
Upload forms. Validate fields for directors, secretary, and authorized signatory.
Pay fees online. Keep the e-receipt.
Respond to queries. OCR may raise minor clarifications.
Receive Incorporation Certificate. Download and archive the PDF.
Prepare company stamp. Align to standard formats for banking and tax.
Initiate tax and bank steps.

Essential documents checklist

Founders & directors

Passports or citizenship certificates, notarized.
Recent photos and contact details.
Board resolutions for corporate shareholders.
Beneficial Ownership declaration and KYC.

Company

Draft MOA and AOA aligned to Companies Act 2063.
Registered office lease or consent letter.
Local contact for notices and filings.
Proposed business plan with capital schedule.

FDI (if applicable)

DoI approval letter and conditions.
NRB letter for equity remittance.
Evidence of inward remittance (SWIFT/TT).
Share allotment and updated shareholder register.

Fees and cost planning (illustrative ranges)

Cost head	NPR (range)	Notes
OCR name reservation & registration	10,000 – 30,000	Varies by capital and filings
Notary and translations	5,000 – 25,000	Depends on pages and jurisdictions
Professional fees (incorporation)	75,000 – 250,000	Scope and entity type
PAN registration	0 – 5,000	IRD filing support
VAT registration (if needed)	0 – 10,000	With tax representative setup
SSF and Labor registrations	0 – 10,000	As part of post-incorporation
Bank account opening support	0 – 20,000	KYC and meetings
Sectoral license packs	25,000 – 250,000+	Depends on sector

Notes: Fees depend on capital, sector, and clarifications. Budget buffers help. Taxes apply per Income Tax Act 2058 and VAT rules.

Typical timelines (business days)

Milestone	Standard	With clarifications	Dependencies
OCR name reservation	1–2	3–5	Clear, unique name
Incorporation approval	3–7	10–15	Accurate filings
PAN (tax)	1–3	5–7	Office verification
VAT (if applicable)	3–7	7–14	Site visit readiness
Bank account opening	2–5	5–10	KYC completeness
FDI approvals (DoI + NRB)	10–25	20–45	Sector and capital size
Post-investment filings	3–7	7–14	Bank SWIFT and board minutes

These are planning ranges, not guarantees. Processing speed can vary.

Post-incorporation compliance map

PAN activation and VAT registration if business requires it.
Withholding taxes for salaries and vendor payments.
Accounting system aligned to Income Tax Rules and audit standards.
Labor Act 2074 compliance: employment contracts and leave policy.
SSF enrollment and monthly contributions.
Annual filings to OCR: AGM minutes, financial statements, BO updates.
DoI and NRB reporting for FDI inflows and share allotments.
Sectoral filings where licensed.

FDI mechanics explained simply

Approval first. Seek DoI approval before committing capital in Nepal.
NRB channeling. Get NRB’s letter for the inward remittance route.
Remit equity into a designated share capital account. Keep SWIFT advice.
Allot shares after funds land. Update shareholder register.
Report back to DoI and NRB with bank proofs and board resolutions.
Repatriation later requires clean trails of approvals and tax clearance.

This sequence protects your investment and future exits.

Frequent OCR queries

Objectives too broad. Keep them precise and lawful.
BO details missing. Complete UBO data with IDs and addresses.
Address proof issues. Attach lease deed and owner’s consent.
Director KYC gaps. Match spellings to passports.
Share capital math. Ensure totals reconcile across forms.
Board resolutions. Use clear, dated templates for corporate investors.
Translations. Provide certified translations where needed.

Numbered walkthrough: end-to-end plan (FDI Private Limited)

Confirm sector is open under FITTA 2019.
Choose Private Limited unless a branch suits contracts better.
Prepare investment plan and capital schedule.
Seek DoI approval with draft charter documents.
Obtain NRB approval for the remittance path.
Reserve company name on the OCR portal.
File MOA/AOA and director KYC.
Pay OCR fees online.
Receive Certificate of Incorporation.
Open share capital account.
Remit equity; keep SWIFT and bank letters.
Pass board resolution for share allotment.
Update shareholder register and minute book.
Apply for PAN and, if needed, VAT.
Register with Labor Office and SSF.
Secure sectoral licenses.
Start operations and maintain statutory books.

Bulleted list: what makes applications “approval-ready”

Objectives aligned to stated business and sector.
Clean KYC pack, consistent spellings, notarized IDs.
BO declaration compliant with current guidance.
Lease deed and office photos ready for inspections.
Realistic capital schedule and cash-flow plan.
Draft employment contracts and HR policies aligned to Labor Act.
Accounting policies and tax agents identified early.

Practical governance tips for new boards

Hold the first board meeting within days of incorporation.
Approve bank signatories and financial authority matrix.
Adopt document retention and internal control policies.
Fix the financial year and appoint an auditor.
Schedule AGM and statutory filing calendar for the year.

Legal and regulatory anchors

Companies Act 2063 (2006) and amendments.
Foreign Investment and Technology Transfer Act 2019 (FITTA 2019).
Industrial Enterprises Act 2076 (2019).
Income Tax Act 2058 (2002) and VAT rules.
Labor Act 2074 (2017) and Social Security Fund directives.
NRB foreign investment and repatriation circulars.
OCR incorporation, BO, and annual return guidelines.
IRD PAN/VAT registration procedures.

Risks and mitigations

Risk	Impact	Mitigation
Wrong entity choice	Tax and license mismatch	Compare Private Ltd vs Branch early
Name rejection	Delays and rework	Pre-screen names and restricted terms
FDI sequencing errors	NRB or DoI pushback	Follow DoI → NRB → OCR order
Weak office evidence	VAT or bank delays	Solid lease and verification pack
BO or KYC gaps	OCR queries and holds	Complete UBO and notarizations
Late annual filings	Penalties	Compliance calendar and reminders
Missing VAT readiness	Invoices blocked	Prepare tax and accounting system

Sector-specific notes

IT-BPM and outsourcing: Often Private Limited; export services; VAT position depends on service place of supply.
Manufacturing: Environmental approvals and local body permits may apply.
Tourism/Travel: DOT licensing and insurance arrangements.
Energy: Hydropower has dedicated frameworks and larger-scale approvals.
Education/Healthcare: Additional ministry clearances and inspections.

Always validate live requirements before filing.

FAQ

1) How long does company registration in Nepal take?
Most private limited setups take 3–7 business days after complete filing. Allow extra time for clarifications, PAN/VAT, and bank KYC.

2) Can foreigners own 100% of a Nepali company?
Yes, unless the sector is on FITTA’s negative list or requires joint ventures. Always check sector rules before filing.

3) What minimum capital is required?
No universal minimum for private limited companies. Use a realistic plan that meets sector norms and banking expectations.

4) Do I need a physical office for incorporation?
Yes. Provide a lease or owner’s consent and expect potential verification for tax or VAT registration.

5) What taxes apply after incorporation?
Corporate income tax, VAT if registered, and withholding taxes. Payroll taxes and SSF contributions apply for employees.

Pjay Shrestha

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