How to Use the OCR Online Portal for Company Registration in Nepal

Foreign investors can now register a business in Nepal using the OCR online portal for company registration. The Office of the Company Registrar (OCR) oversees company incorporation – issuing certificates, reviewing Memorandum of Association and Articles of Association, and ensuring legal compliance. Using the online portal, you can reserve a company name, upload incorporation documents (MoA/AoA, shareholder info, etc.), and pay fees electronically. This guide walks you through each step of the OCR registration process, covers all foreign company types (private limited, branch, liaison, NRN-owned), and explains post-registration compliance for foreign companies.

Foreign Company Structures in Nepal

Nepal permits several forms of foreign-invested business. The most common is a Private Limited Company (subsidiary), which is a separate legal entity. A private limited company can have 1–101 shareholders and requires a minimum paid-up capital of NPR 100,000. Public limited companies (less common for foreigners) need at least NPR 10,000,000 and seven promoters.

A Branch Office and Liaison Office are extensions of a foreign parent company. A branch office isn’t a new company but carries out business activities in Nepal similar to the parent’s. It must register with OCR and appoint a local representative. In contrast, a liaison office cannot conduct income-generating operations; it only performs liaison, market research or promotional work. Branch offices must obtain any required Nepalese approvals and foreign investment consent before operating. Liaison offices must be strictly non-commercial.

Non-Resident Nepali (NRN) investors are foreign citizens of Nepalese origin. Under Nepali law, NRNs can invest and run businesses on almost the same footing as resident citizens. In practice, an NRN-owned company follows the same OCR registration steps as any foreign company but benefits from diaspora privileges (e.g. easier foreign currency exchange and repatriation).

Key Differences in Foreign Entity Types

Step-by-Step Guide to the OCR Online Registration Process

Registering on the OCR portal involves the following steps. Each step uses the online system to save time and avoid manual paperwork:

1. Create an OCR e-Services Account. Go to the OCR website’s e-Services portal and register as a new user. Set a username and secure password. Once logged in, you gain access to the dashboard for new company registration.

2. Name Reservation. On the portal menu, select “Name Reservation Request”. Propose up to three company name choices. The OCR will check availability in real time. On approval, you receive a Name Reservation certificate by email. (Tip: Choose names related to your business to ease OCR approval.)

3. Prepare Incorporation Documents. Draft the Memorandum of Association (MoA) and Articles of Association (AoA) in English and Nepali, following Nepal’s Companies Act and Foreign Investment laws. Ensure objectives align with approved sectors. Gather required documents: notarized copies of the foreign parent’s incorporation certificate, charter, MoA/AoA (with Nepali translation); a board resolution approving the Nepal venture; and passport copies/addresses for foreign directors/shareholders.

4. Fill Online Application. In the portal, complete the company information forms. Enter the authorized and paid-up capital, and add shareholder and director details. (The portal lets you mark shareholders as ‘Foreigner’ and enter their passport and address information.) Upload the scanned MoA/AoA, Name Reservation certificate, and power of attorney if you authorize a Nepali agent. Also include your project or feasibility report if required by industry rules.

5. Document Checklist (for foreign setups):

   • Notarized certificate of incorporation and MoA/AoA of the foreign parent (with Nepali translations).

   • Board resolution of parent company authorizing the Nepal office.

   • Shareholder/Director details including passport copies for foreigners.

   • Name and address of Nepali resident representative (for branch or liaison).

   • Power of Attorney authorizing your Nepalese agent (if applicable).

   • Project description or investment plan (if mandated by sector regulations).

6. Pay Registration Fees. After form submission, the portal will calculate government fees based on your authorized capital. For example, fees are NPR 1,000 for capital up to NPR 100,000, NPR 9,500 up to NPR 2.5 million, and NPR 16,000 up to NPR 10 million. (Fees rise by NPR 3,000 for every additional NPR 10 million of capital.) Payments can be made online through the OCR portal or by bank deposit, with electronic receipts provided.

7. OCR Review and Approval. The OCR will review your submission and verify all documents. If any issues are found, you will get an email notice to amend and resubmit. When approved, OCR issues the Certificate of Incorporation and assigns a company registration number. This completes your formal incorporation.

8. Post-Incorporation Steps. With the certificate in hand, you must finalize post-registration formalities. Apply online to the Inland Revenue Department (IRD) for a Permanent Account Number (PAN) and VAT registration (if turnover will exceed NPR 2 million). If you hire Nepali employees, enroll the company in the Social Security Fund (SSF). Report your foreign capital inflow to Nepal Rastra Bank and ensure compliance with repatriation rules. Finally, notify local authorities (e.g. your municipal ward office) and set up company bank accounts using the incorporation documents.

Ongoing Compliance for Foreign Companies

After registration, all companies in Nepal – foreign or local – must meet annual compliance:

• Annual General Meeting (AGM) & Returns: Private companies must hold an AGM as per their Articles (often yearly). Within 30 days after the AGM, file an annual return with the OCR detailing meeting decisions and submit a copy of the audited financial statement. (Public companies have similar requirements with stricter timelines.)

• Financial Statements & Audit: Nepali law mandates an annual audit by a licensed accountant (ICAN). Audited financial statements (income statement, balance sheet, etc.) must be certified and filed with the OCR within six months of the fiscal year-end. Branch offices specifically must also include details of Nepal-based assets and liabilities.

• Tax Filings: File corporate tax returns with the IRD each year. Maintain the PAN (for income tax/VAT) and ensure timely VAT filings. Late filings incur penalties, so stay ahead of deadlines.

• Annual NRB Filings: Foreign-invested firms must comply with Nepal Rastra Bank (NRB) reporting. This includes providing audited accounts and proof of remitted capital if repatriating profits.

• Others: Maintain a registered office and local signboard (in Nepali), update any changes (e.g. address) to the OCR within 30 days, and keep a shareholder register. If you increase capital or change directors, file amendments with OCR promptly.

Proper compliance ensures your company remains in good standing. Non-compliance can lead to fines or deregistration, so most foreign investors engage legal advisors (like us) to manage these filings.

Registration Fees and Capital Requirements

The OCR portal fee is tied to your authorized capital. For a private limited company (preferred for most foreign investors), the government fee is: NPR 1,000 (for capital ≤100k), NPR 4,500 (100k–500k), NPR 9,500 (500k–2.5M), and NPR 16,000 (2.5M–10M). Beyond 10M capital, add NPR 3,000 per extra 10M. For example, a company with NPR 5 million authorized capital pays ~NPR 16,000. Public limited companies and certain industries may have higher minimums.

Nepal law sets minimum paid-up capital for companies: NPR 100,000 for private companies and NPR 10,000,000 for public companies. However, foreign investment rules (FITTA 2019) generally expect at least USD 50,000 (≈NPR 60 lakh) for approved projects, depending on the sector. In practice, many foreign investors start with at least NPR 500,000 to meet regulatory comfort.

Why Use the OCR Online Portal for Company Registration in Nepal?

The OCR’s e-services portal turns a once manual process into a digital workflow. Online registration cuts paperwork, lets you track progress in real time, and often speeds up approval. You avoid multiple trips to Kathmandu – all incorporation steps (name check, document upload, fee payment) happen online. The portal is designed to support foreign filings: for instance, it has fields for foreign shareholders’ passport numbers and local addresses.

Using the portal also ensures compliance with the latest laws. Since OCR built it to align with the Companies Act and foreign investment rules, it automatically checks that your documents meet Nepal’s standards. For foreign investors, this means fewer oversights and a smoother issuance of the incorporation certificate.

If your business has complex sectoral approvals (e.g. industry licenses from the Department of Industry or Investment Board), you can still coordinate those in parallel. Many investors finalize OCR registration first, then secure industry-specific licenses.

Call to Action: Get Expert Help

Registering a foreign-owned company in Nepal can be straightforward if done correctly. Our firm specializes in guiding international investors through every step of the OCR online registration and beyond. We provide end-to-end service: from preparing and filing all OCR documents to handling tax registration, labor compliance, and NRB filings. Don’t risk delays or errors – let our experienced corporate lawyers and consultants manage your Nepal incorporation. Contact us today to book a consultation and get your OCR registration started on the right foot.

Frequently Asked Questions

• How do I register a foreign company in Nepal through the OCR portal?
  Create an account on the OCR e-services website, reserve a unique company name, then fill out the online incorporation forms. Upload the required documents (MoA/AoA, board resolution, passports, etc.) and pay the registration fee. Once approved, OCR issues a Certificate of Incorporation.

• What documents are required to set up a branch or liaison office?
  You’ll need notarized copies of the foreign parent’s incorporation documents (certificate of incorporation, MoA/AoA) with Nepali translation, a board resolution authorizing the Nepal office, passport copies and addresses of the foreign company’s directors/shareholders, details of a Nepali resident representative, and (if applicable) a Power of Attorney for your agent.

• How long does company registration via the OCR portal take?
  Timelines vary, but typically 7–14 working days after submission of a complete application. The OCR must review all documents before issuing the certificate. Complications (like industry permits) can extend the process. Our clients often complete registration within two weeks of filing if all paperwork is in order.

• What compliance requirements do foreign companies have in Nepal?
  Foreign companies must follow all Nepali regulations: file an annual return and hold an AGM each year, submit audited financial statements to OCR within six months of year-end, register for and file tax returns (PAN/VAT), and comply with Nepal Rastra Bank rules on foreign investment. Branch offices must also file accounts of the parent company. Missing filings triggers fines.

• Is there a minimum capital requirement for foreign-owned companies in Nepal?
  For a standard private limited company, Nepal’s law requires NPR 100,000 in paid-up capital. However, under the Foreign Investment Act, projects often have an implicit threshold of around USD 50,000. Some industries have higher minimums. It’s best to budget at least NPR 500,000–1,000,000 to meet both legal and practical investment expectations.