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.
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.
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.
Foreign companies must select the correct structure before starting the company registration process in Nepal.
The most common structure for foreign investors.
Minimum 1 shareholder
Maximum 101 shareholders
No public share issuance
Full operational rights
Typically used for large-scale projects.
Minimum 7 shareholders
Mandatory public disclosures
Higher compliance burden
An extension of a foreign parent company.
No separate legal personality
Requires foreign investment approval
Limited to approved scope
A non-trading presence.
Market research and coordination only
No revenue generation allowed
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.
Two core documents are required.
Defines:
Company objectives
Authorized capital
Shareholding structure
Defines:
Governance rules
Director powers
Share transfer restrictions
For foreign shareholders, objectives must align with FITTA 2019.
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.
Fees depend on authorized capital.
| Authorized Capital (NPR) | OCR Fee (Approx.) |
|---|---|
| Up to 100,000 | NPR 1,000 |
| 100,001 – 500,000 | NPR 4,500 |
| 500,001 – 2,500,000 | NPR 9,500 |
| Above 10,000,000 | NPR 25,000+ |
Fees are paid electronically or via designated banks.
Once approved, the OCR issues:
Company Registration Certificate
Company Registration Number
This legally incorporates the company in Nepal.
Foreign companies must prepare additional documentation compared to local founders.
Passport copies of shareholders and directors
Passport-size photographs
Approved company name certificate
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.
If documents are accurate, timelines are predictable.
Name reservation: 1–3 days
Document review: 3–5 days
Certificate issuance: 1–2 days
Total estimated time: 7–10 working days
Foreign investment approvals, if required, extend timelines.
Company registration in Nepal does not permit operations on its own.
Foreign companies must complete several post-OCR registrations.
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.
| Criteria | Nepal | India | Bangladesh |
|---|---|---|---|
| 100% Foreign Ownership | Allowed | Restricted sectors | Limited |
| Registration Time | 7–10 days | 10–15 days | 15–20 days |
| Capital Requirement | No minimum | Sector-based | Varies |
| Compliance Cost | Moderate | High | Moderate |
Nepal remains attractive for service-based and outsourcing businesses.
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.
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.
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.
The OCR registration typically takes 7–10 working days if documents are complete. Foreign investment approvals may extend this timeline.
Yes. Nepal allows 100% foreign ownership in most sectors, subject to FITTA 2019 restrictions.
No. Foreign shareholders can register remotely using a local power of attorney.
There is no fixed minimum capital under the Companies Act. Certain sectors may impose thresholds.
No. Tax registration, local licensing, and SSF enrollment are mandatory before operations begin.
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.
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.