Legal Documents Required by OCR Nepal for Company Registration

Understanding the documents required for company registration Nepal is the first and most critical step for foreign companies planning to enter the Nepali market. Nepal welcomes foreign investment, but registration with the Office of Company Registrar (OCR) is document-intensive and compliance-driven. Missing or incorrectly prepared papers often cause delays.

This guide gives you the most authoritative, practical, and up-to-date explanation of legal documents required by OCR Nepal for company registration, written specifically for foreign founders, directors, and corporate advisors.

What Is OCR Nepal and Why Documents Matter

The Office of Company Registrar is the statutory authority responsible for company incorporation and corporate records in Nepal.

OCR does not assess business viability. It assesses legal completeness. Every document submitted must strictly align with the Companies Act 2006.

Even a minor mismatch in names, dates, or shareholding percentages can lead to rejection.

Types of Companies Foreigners Can Register in Nepal

Before preparing documents, foreign companies must select the correct entity structure.

Common structures for foreign investors

• Private Limited Company with Foreign Direct Investment (FDI)

• Branch Office of a Foreign Company

• Liaison Office

• Joint Venture with a Nepali Partner

Each structure has different documentation thresholds, but all must pass through OCR.

Documents Required for Company Registration Nepal (OCR Checklist)

1. Core Incorporation Documents Required by OCR Nepal

These are mandatory for all companies, including foreign-owned entities.

a. Application for Company Registration

• Prescribed OCR online application form

• Signed by all proposed shareholders or authorized signatory

b. Memorandum of Association (MOA)

The MOA must clearly state:

• Company name

• Registered office address in Nepal

• Business objectives

• Authorized capital

• Shareholding structure

OCR closely reviews business objectives for legality.

c. Articles of Association (AOA)

The AOA governs internal management, including:

• Director powers

• Share transfer rules

• Voting rights

• Dividend policy

Foreign companies should align AOA clauses with international governance standards.

2. Shareholder and Director Identity Documents

OCR Nepal requires individual-level transparency, even when shareholders are foreign companies.

Required documents for individual shareholders or directors

• Passport copy

• Passport-size photographs

• Permanent address proof

• Personal details form

Required documents for corporate shareholders

• Certificate of Incorporation (apostilled or notarized)

• Board resolution approving investment in Nepal

• Charter documents of parent company

All foreign documents must be notarized and, where applicable, apostilled.

3. Foreign Direct Investment (FDI) Approval Documents

Foreign investors must obtain FDI approval before or parallel to OCR registration.

This involves:

• Investment proposal

• Shareholding breakup

• Capital commitment declaration

FDI approval is issued by the Department of Industry or Investment Board Nepal, depending on project size.

4. Power of Attorney (POA)

Foreign promoters usually appoint a local representative.

OCR requires:

• Signed Power of Attorney

• Authorization scope clearly defined

• Notarization and legalization

POA allows local filing, signature, and follow-up with OCR.

5. Registered Office Address Documents

Every company must have a legal address in Nepal.

Accepted proofs include:

• Lease agreement

• Ownership certificate

• Consent letter from property owner

OCR verifies the address against municipal records.

Numbered Checklist: Documents Required for Company Registration Nepal

1. OCR online application form

2. Memorandum of Association

3. Articles of Association

4. Shareholder identity documents

5. Director identity documents

6. Corporate shareholder certificates (if applicable)

7. FDI approval letter

8. Power of Attorney

9. Registered office proof

10. Declaration of compliance

This checklist applies to most foreign-owned private limited companies.

Comparison Table: OCR Documents by Entry Structure

This comparison helps foreign companies select the right entry route early.

Common Mistakes Foreign Companies Make

Foreign companies often face delays due to avoidable errors.

Frequent OCR rejection reasons

• Business objectives too broad

• Share capital mismatch

• Improper notarization

• Inconsistent shareholder names

• Missing FDI approval

Avoiding these mistakes saves weeks of processing time.

How Long Does OCR Company Registration Take?

If documents are accurate:

• OCR registration: 3–5 working days

• FDI approval: 2–4 weeks

• PAN and bank setup: 1 week

Delays usually result from document corrections.

Post-Registration Documents Often Overlooked

After OCR approval, companies must immediately process:

• PAN registration

• Bank account opening

• Share certificates

• Statutory registers

OCR registration is only the beginning.

Legal Basis for OCR Document Requirements

OCR requirements are governed by:

• Companies Act 2006

• Foreign Investment and Technology Transfer Act (FITTA) 2019

• Nepal Rastra Bank foreign exchange directives

These laws prioritize transparency, investor protection, and capital traceability.

Why Foreign Companies Should Use Professional Support

Professional support ensures:

• Correct drafting of MOA and AOA

• Alignment with FDI regulations

• Faster OCR approvals

• Reduced compliance risk

Expert guidance significantly lowers entry friction.

Call to Action

If you are planning to register a company in Nepal, get your documents reviewed before submission.
Our legal and compliance specialists support foreign companies end-to-end, from OCR registration to FDI structuring and post-incorporation compliance.

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Conclusion

Preparing the documents required for company registration Nepal is not just a formality. It is a legal exercise that determines how smoothly your business enters the Nepali market. With the right structure, accurate documentation, and expert guidance, foreign companies can register confidently and compliantly with OCR Nepal.

Frequently Asked Questions

What documents are required for company registration Nepal by foreigners?

Foreigners need MOA, AOA, passports, FDI approval, Power of Attorney, and notarized corporate documents.

Is FDI approval mandatory before OCR registration?

Yes. OCR requires proof of FDI approval for foreign-owned companies.

Do foreign documents need apostille for OCR Nepal?

Yes. Most foreign documents must be notarized and apostilled.

How long does company registration take in Nepal?

OCR registration takes 3–5 working days after complete submission.

Can foreigners register a company without visiting Nepal?

Yes. With a valid Power of Attorney, registration can be completed remotely.