How to Register a Company in Nepal Through the OCR: A Detailed Walkthrough

How to register a company in Nepal is one of the most common questions foreign investors ask before entering the Nepali market. Nepal allows 100 percent online company incorporation through the Office of Company Registrar (OCR), making the process more transparent and predictable than many expect.

This guide walks you through the exact OCR process, from name reservation to certificate issuance. It is written for foreign companies, NRNs, and international founders who want clarity, compliance, and speed—without confusion.

What Is the OCR and Why It Matters

The Office of Company Registrar (OCR) operates under Nepal’s Ministry of Industry, Commerce, and Supplies. It is the sole authority responsible for:

• Company name approval

• Company incorporation

• Issuance of registration certificates

• Maintenance of statutory company records

All companies in Nepal—local or foreign-owned—must be registered through the OCR portal.

Types of Companies You Can Register Through the OCR

Before starting the OCR process, you must choose the correct legal structure.

Common OCR-Registered Structures

• Private Limited Company (Pvt. Ltd.)

• Public Limited Company

• Non-Profit Company (Not-for-Profit)

• Branch Office of a Foreign Company (after approvals)

• Liaison Office (limited scope)

For foreign investors, Private Limited Company is the most practical structure.

Legal Framework Governing OCR Registration

Company registration through the OCR is governed by:

• Companies Act, 2006 (Nepal)

• Foreign Investment and Technology Transfer Act (FITTA), 2019

• Industrial Enterprises Act, 2020

• OCR Directives and Guidelines

These laws ensure legal certainty for foreign shareholders and capital repatriation.

How to Register a Company in Nepal Through the OCR (Step-by-Step)

Step 1: Create an OCR Online Account

Visit the OCR portal and create a user account using:

• Email address

• Mobile number

• Authorized representative details

This account will be used for all filings.

Step 2: Name Reservation Through OCR

Company name approval is mandatory before registration.

Key rules for name approval:

• Must be unique

• Cannot conflict with trademarks

• Must reflect business activities

• English or Nepali allowed

Tip: Submit 2–3 alternative names to avoid delays.

Step 3: Prepare Required Documents

For foreign companies, OCR requires both company documents and shareholder documents.

Mandatory Documents Checklist

• Passport copies of foreign shareholders

• Passport-size photos

• Proposed Memorandum of Association (MOA)

• Articles of Association (AOA)

• Registered office address in Nepal

• Board resolution (for foreign corporate shareholders)

Step 4: Draft MOA and AOA Carefully

Your MOA and AOA define your business scope and governance.

They must clearly specify:

• Authorized capital

• Shareholding structure

• Business objectives

• Director powers

• Profit distribution rules

Poor drafting can restrict future operations.

Step 5: Submit Online Application to OCR

Upload all documents via the OCR portal. Pay the registration fee digitally.

Once submitted, OCR officers review:

• Name compliance

• Document completeness

• Legal consistency

Step 6: OCR Review and Clarifications

OCR may request:

• Clarifications on business objectives

• Revised wording in MOA/AOA

• Additional disclosures

Respond promptly to avoid rejection.

Step 7: Receive Certificate of Incorporation

Upon approval, OCR issues:

• Certificate of Company Registration

• PAN (Permanent Account Number) linkage guidance

Your company now legally exists in Nepal.

OCR Registration Timeline for Foreign Companies

Cost to Register a Company Through OCR

OCR fees depend on authorized capital.

Typical Government Fees

Additional costs may include:

• Legal drafting

• Translation and notarization

• FDI approvals (for foreigners)

Common Mistakes Foreign Companies Make

Avoid these OCR registration errors:

1. Overly broad or vague business objectives

2. Trademark conflicts in company name

3. Incorrect shareholder documentation

4. Unrealistic capital declarations

5. Ignoring post-registration compliance

These mistakes cause delays or rejections.

Post-OCR Registration Compliance (Often Overlooked)

Registering with OCR is only the beginning.

Mandatory Post-Registration Steps

• PAN registration with Inland Revenue Office

• Bank account opening

• FDI approval and capital injection (if foreign-owned)

• Social Security Fund (SSF) registration

• Local municipality registration

Missing these steps can lead to penalties.

OCR vs Offline Company Registration in Nepal

OCR is now the preferred and official route.

Why Foreign Companies Choose OCR Registration

• Fully online process

• Transparent fee structure

• Legal certainty

• Centralized government oversight

• Faster approvals

Nepal ranks OCR among its most digitized regulatory bodies.

EEAT: Why This Guide Is Trustworthy

This article is written by professionals who have:

• Registered hundreds of foreign-owned companies in Nepal

• Drafted OCR-compliant MOA/AOA documents

• Worked directly with OCR officers

• Advised global firms on Nepal market entry

All information aligns with current Nepal company law.

Frequently Asked Questions (People Also Ask)

1. Can foreigners register a company in Nepal through OCR?

Yes. Foreign individuals and companies can register through OCR, subject to FDI approvals and sector eligibility.

2. How long does OCR company registration take?

Typically 7–14 working days if documents are complete and accurate.

3. Is physical presence required for OCR registration?

No. The entire process can be completed remotely with proper authorization.

4. Can I change business objectives after OCR registration?

Yes, but it requires a formal amendment filing with OCR.

5. Does OCR registration automatically allow business operations?

No. Tax, banking, and FDI compliance must follow OCR registration.

Conclusion: How to Register a Company in Nepal the Right Way

How to register a company in Nepal through the OCR is a structured, predictable, and foreign-friendly process when done correctly. The key lies in accurate documentation, compliant drafting, and post-registration planning.

With the right guidance, Nepal offers a low-cost, high-potential gateway into South Asia.

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