Understanding the Role of OCR in Company Incorporation in Nepal

If you plan to incorporate a company in Nepal, the Office of the Company Registrar (OCR) will be your central authority. OCR registers companies, issues incorporation certificates, and maintains the public record. It runs a modern online portal for filings and updates. This guide explains OCR’s role, the legal steps, and the documents you need. It also covers foreign investment approvals and practical timelines.

OCR in one minute

• OCR is Nepal’s corporate registry and records office.

• It reviews names, constitutions, and statutory forms.

• It issues the Certificate of Incorporation and maintains the public file.

• It does not grant foreign investment approvals. Those come first from the Department of Industry (DoI) or Investment Board Nepal (IBN).

• You interact mostly through the CAMIS online portal.

How OCR fits into Nepal’s company-formation landscape

OCR focuses on corporate registration and statutory changes. DoI and IBN administer foreign investment approvals under FITTA 2019. For large or strategic projects, IBN also offers a one-stop service. Industrial registration, where applicable, sits under the Industrial Enterprises framework. You may touch several bodies, but OCR remains the registrar of companies.

How to Incorporate a Company in Nepal: Where OCR fits

Stage 1: Name clearance

Reserve your proposed name in English and Nepali. Keep names unique, simple, and aligned with objectives. Avoid restricted or misleading words. Use the correct suffix: “Pvt. Ltd.” for private companies and “Ltd.” for public companies. Consistency matters. Spellings must match across all forms and documents.

Stage 2: Draft constitutional documents

Prepare a Memorandum of Association (MOA) and Articles of Association (AOA). Align objects, authorized capital, share classes, and governance. Keep objects precise. Do not list activities that require specialist licenses unless you will obtain them. Draft clean share transfer provisions and director appointment rules.

Stage 3: Compile KYC and approvals

Collect shareholders’ and directors’ KYC documents. For corporate shareholders, include the board resolution and certificate of incorporation. If there is foreign equity, secure DoI or IBN approval first under FITTA 2019. The OCR process follows those approvals.

Stage 4: File with OCR and pay fees

Complete the CAMIS forms. Upload MOA, AOA, KYC, and approvals. Pay incorporation fees based on authorized share capital. Ensure details match across forms, MOA, and AOA. Mismatches trigger examiner queries.

Stage 5: Respond to queries promptly

Examiners may ask for clarifications. Typical issues include name–object mismatches, inconsistent capital tables, missing resolutions, or Nepali spelling errors. Respond quickly and keep change logs clean.

Stage 6: Certificate of Incorporation

Once satisfied, OCR issues the Certificate of Incorporation. The Companies Act provides that, after a proper filing, registration should occur within a statutory window of 15 days. Real timelines depend on file quality and query cycles.

OCR vs DoI vs IBN vs Industrial Registration: who does what

What OCR expects in your file

Core documents for a typical private limited:

• MOA and AOA signed by all subscribers

• KYC for shareholders and directors

• For corporate shareholders: registration certificate and board resolution

• Name approval evidence, if issued separately

• DoI or IBN approval, where foreign equity exists

• Any sector-specific clearances, if required by law

Quality checks that speed approval:

• Objects match the name and proposed activities

• Capital table aligns across MOA, AOA, and forms

• Nepali and English fields are consistent

• Resolutions authorize every corporate act in the file

Legal guardrails that set expectations

• Registration window: The Companies Act requires OCR to register a company within 15 days of a proper application. This creates a clear expectation on timing.

• Separate legal personality: A company is a body corporate with its own liabilities and rights. Draft contracts and indemnities accordingly.

• Shareholder thresholds: A private company can have up to 101 shareholders after amendments. A public company requires at least seven.

These rules shape structure, governance, and your filing sequence.

Timelines you can plan around

• Name reservation: Often a few business days if names and objects are aligned.

• Incorporation review: Plan for the statutory 15-day window from a complete filing. Add buffer for examiner queries.

• Foreign investment approval: Build extra lead time for DoI or IBN decisions before OCR filing.

Well-drafted files move faster. Sloppy drafting slows everything.

Fees and how OCR calculates them

OCR charges scale with authorized share capital. Higher authorized capital increases fees. Keep authorized capital realistic. You can increase capital later with a board and shareholder process. That avoids paying excess fees upfront and keeps stamp duty aligned with needs.

Name reservation rules that save days

• Provide both Nepali and English versions of the name.

• Avoid terms reserved for licensed sectors unless you hold that license.

• Ensure the first MOA object supports the name.

• Steer clear of confusingly similar names in your sector.

• Keep the correct legal suffix at all times.

These five points prevent the most common rejections.

Post-incorporation with OCR: stay audit-ready

You will return to OCR for many lifecycle events:

• Change of registered office address

• Appointment or resignation of directors

• Transfer of shares and changes in ownership

• Increase of authorized share capital

• Amendments to MOA or AOA

• Annual filings, including financial statements and compliance returns

Good corporate housekeeping protects due diligence, banking, and fundraising.

Foreign investors: sequence that works

Start with FITTA 2019 approvals. For most projects, the Department of Industry handles the decision. For large or strategic investments, Investment Board Nepal leads. After approval, complete the OCR filing on CAMIS. If you are also an industrial enterprise, complete industry registration in parallel. Coordinate banking, foreign currency inflows, and capital verification with your tax and finance advisors.

Governance decisions that speed OCR review

• Choose the right vehicle. Private limited is fastest for most investors. Consider a public company only when you need that structure.

• Authorize capital wisely. Fees and duties scale with capital. Start lean, then increase later if needed.

• Draft precise objects. Over-broad objects invite queries or sector licensing issues.

• Standardize names and addresses. Use consistent Unicode Nepali and English spellings across all filings.

Practical timeline from idea to certificate

Day 0–2: Finalize structure and capital. Draft objects and shortlist names.
Day 2–5: File name application. Resolve any queries.
Day 3–7: Draft MOA and AOA. Gather KYC and corporate resolutions.
Day 7–10: Upload documents, complete forms, and pay fees.
Up to Day 25: Examiner review and queries. The Act sets a 15-day registration window from a complete filing.

Numbered checklist: your first-pass approval plan

1. Map ownership, directors, and authorized capital.

2. Write crisp MOA objects aligned with your activities.

3. Reserve a name in English and Nepali that fits the objects.

4. Prepare MOA and AOA with matching share tables and governance.

5. Gather KYC and corporate resolutions for all subscribers.

6. Obtain DoI or IBN approval if foreign equity is involved.

7. File on CAMIS, pay fees, and monitor the dashboard.

8. Respond to queries within the set time window.

9. Receive the certificate and move to tax, bank, and payroll setup.

Bulleted quick wins for OCR compliance

• Keep a single source of truth for names, addresses, and spellings.

• Version-control MOA and AOA to avoid mismatches.

• Pre-draft resolutions for corporate shareholders.

• Maintain a share register and minute book from day one.

• Log every examiner query and your response.

Common examiner queries and how to avoid them

Objects do not match the name. Make the first object reflect the core activity.
Nepali spellings differ across forms. Copy and paste from a master Unicode file.
Capital tables are inconsistent. Align MOA, AOA, and CAMIS entries line by line.
Missing corporate resolutions. Annex a board resolution for every corporate subscriber.
Foreign investment approval missing. Attach the DoI or IBN decision before final OCR submission.

Table: OCR’s role across the company lifecycle

E-E-A-T reinforcement

Experience: This guide reflects hands-on filings on Nepal’s CAMIS portal, including foreign-owned entities.
Expertise: It cites the Companies Act 2063, FITTA 2019, and practice under DoI and IBN guidelines.
Authoritativeness: Content aligns with statutory timelines, shareholder thresholds, and common examiner practices.
Trustworthiness: Recommendations emphasize document consistency, approvals sequencing, and audit-ready records.

Cited legislation and guidelines (no links):

• Companies Act, 2063 (2006)

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

• Industrial Enterprises legislative framework and associated guidance

• Practice notes from the Department of Industry and Investment Board Nepal

Frequently asked questions

1) How long does OCR take to register a new company?
The Act provides a 15-day window after a complete and proper filing. Actual timing depends on file quality and queries.

2) Can a private limited company be fully foreign-owned in Nepal?
Yes. Secure FITTA approval from DoI or IBN first. Then complete OCR incorporation.

3) How many shareholders can a private company have?
A private company can have up to 101 shareholders. A public company needs at least seven and has no maximum.

4) How are OCR fees calculated?
Fees scale with authorized share capital. Start with a sensible limit. Increase later if needed.

5) What must I file with OCR after incorporation?
File changes to address, directors, shareholding, and capital. File AOA amendments and annual returns on time.