Navigating the Company Registration Process in Nepal via OCR

The company registration process in Nepal has become more transparent and structured in recent years, especially with the digital systems introduced by the Office of the Company Registrar (OCR). For foreign companies, Nepal offers a compelling mix of strategic location, cost-efficient talent, and a growing regulatory framework aligned with international investment norms.

However, navigating the OCR process without local insight can feel complex. This guide breaks down the company registration process in Nepal step by step, explains legal requirements under Nepali law, and highlights practical risks foreign founders must manage from day one.

Understanding the Company Registration Process in Nepal

The company registration process in Nepal is governed primarily by the Companies Act, 2006 and administered by the Office of the Company Registrar (OCR) under the Ministry of Industry, Commerce and Supplies.

Registration with the OCR creates a legal entity. It does not, by itself, allow business operations. Additional registrations are mandatory after incorporation.

Role of the Office of the Company Registrar (OCR)

The OCR is responsible for:

• Approving company names

• Registering constitutional documents

• Issuing the company registration certificate

• Maintaining statutory company records

All companies, domestic and foreign, must pass through the OCR as the first formal step.

Types of Companies Foreign Investors Can Register in Nepal

Foreign companies must select the correct structure before starting the company registration process in Nepal.

Private Limited Company

The most common structure for foreign investors.

• Minimum 1 shareholder

• Maximum 101 shareholders

• No public share issuance

• Full operational rights

Public Limited Company

Typically used for large-scale projects.

• Minimum 7 shareholders

• Mandatory public disclosures

• Higher compliance burden

Branch Office

An extension of a foreign parent company.

• No separate legal personality

• Requires foreign investment approval

• Limited to approved scope

Liaison Office

A non-trading presence.

• Market research and coordination only

• No revenue generation allowed

Step-by-Step Company Registration Process in Nepal via OCR

Step 1: Name Reservation with OCR

The process begins by reserving a unique company name through the OCR’s online portal.

Key rules include:

• Name must not be misleading

• Name must not duplicate existing entities

• Certain regulated words require approval

Name approval usually takes 1–3 working days.

Step 2: Preparation of Constitutional Documents

Two core documents are required.

Memorandum of Association (MOA)

Defines:

• Company objectives

• Authorized capital

• Shareholding structure

Articles of Association (AOA)

Defines:

• Governance rules

• Director powers

• Share transfer restrictions

For foreign shareholders, objectives must align with FITTA 2019.

Step 3: Online Application Submission to OCR

The company registration process in Nepal is largely digital.

The online submission includes:

• Approved company name

• MOA and AOA

• Shareholder details

• Director identification

All documents must be uploaded in prescribed OCR formats.

Step 4: Payment of Registration Fees

Fees depend on authorized capital.

Fees are paid electronically or via designated banks.

Step 5: Issuance of Company Registration Certificate

Once approved, the OCR issues:

• Company Registration Certificate

• Company Registration Number

This legally incorporates the company in Nepal.

Documents Required for Company Registration in Nepal

Foreign companies must prepare additional documentation compared to local founders.

Core Documents

• Passport copies of shareholders and directors

• Passport-size photographs

• Approved company name certificate

Foreign Investor Documents

• Board resolution from parent company

• Certificate of incorporation of foreign entity

• Notarized and apostilled documents

• Power of attorney for local representative

Incomplete documentation is the most common cause of delays.

Timeline for Company Registration Process in Nepal

If documents are accurate, timelines are predictable.

1. Name reservation: 1–3 days

2. Document review: 3–5 days

3. Certificate issuance: 1–2 days

Total estimated time: 7–10 working days

Foreign investment approvals, if required, extend timelines.

Post-Registration Compliance Obligations

Company registration in Nepal does not permit operations on its own.

Foreign companies must complete several post-OCR registrations.

Mandatory Registrations After OCR

• Inland Revenue Office (PAN/VAT)

• Local municipality business registration

• Social Security Fund (SSF)

• Bank account opening

Failure to complete these steps exposes companies to penalties.

Company Registration Process in Nepal vs Other South Asian Markets

Nepal remains attractive for service-based and outsourcing businesses.

Common Mistakes Foreign Companies Make

Avoiding these errors can save months.

• Choosing incorrect company objectives

• Ignoring foreign investment restrictions

• Using generic MOA templates

• Delaying tax and SSF registration

Local advisory support significantly reduces risk.

Legal Framework Governing Company Registration in Nepal

Key laws include:

• Companies Act, 2006

• Foreign Investment and Technology Transfer Act, 2019

• Industrial Enterprises Act, 2020

• Income Tax Act, 2002

Understanding how these laws interact is essential for compliance.

Why Professional Support Matters

The company registration process in Nepal appears simple on paper. In practice, interpretation issues arise.

Professional advisors help with:

• Structuring compliant objectives

• Managing foreign investment approvals

• Drafting OCR-accepted documents

• Ensuring post-registration compliance

This reduces regulatory friction and accelerates market entry.

Frequently Asked Questions (People Also Ask)

How long does the company registration process in Nepal take?

The OCR registration typically takes 7–10 working days if documents are complete. Foreign investment approvals may extend this timeline.

Can a foreigner own 100% of a company in Nepal?

Yes. Nepal allows 100% foreign ownership in most sectors, subject to FITTA 2019 restrictions.

Is physical presence required for registration?

No. Foreign shareholders can register remotely using a local power of attorney.

What is the minimum capital requirement?

There is no fixed minimum capital under the Companies Act. Certain sectors may impose thresholds.

Is OCR registration enough to start operations?

No. Tax registration, local licensing, and SSF enrollment are mandatory before operations begin.

Conclusion

The company registration process in Nepal is structured, transparent, and increasingly digital through the OCR. For foreign companies, success depends on correct structuring, compliant documentation, and timely post-registration actions.

With the right guidance, Nepal offers a stable and cost-effective base for regional operations, outsourcing, and long-term investment.

Call to Action

If you are planning to enter Nepal, speak with a local specialist before starting the company registration process in Nepal. A short consultation can prevent costly regulatory mistakes and accelerate your launch.

Book a free market-entry consultation today.