Navigating the Office of Company Registrar: Key Steps for Business in Nepal

Choosing between a private vs public company in Nepal is one of the first strategic decisions foreign businesses face. The choice shapes ownership, compliance burden, fundraising options, and long-term scalability. At the center of this decision sits Nepal’s corporate gatekeeper: the Office of Company Registrar (OCR).

This guide cuts through the noise. You’ll learn how private and public companies differ, how the OCR process works, and which structure best fits foreign investors—whether you’re testing the market or planning a large-scale entry.

Understanding the Office of Company Registrar (OCR) in Nepal

The OCR operates under the Companies Act 2006, administering incorporation, amendments, and statutory filings for all companies in Nepal.

What the OCR Actually Does

• Reserves and approves company names

• Registers private and public companies

• Maintains statutory records and filings

• Oversees changes in capital, directors, and shareholders

• Enforces compliance and penalties for defaults

For foreign companies, the OCR is the first formal checkpoint before tax, banking, and sectoral approvals.

Private vs Public Company in Nepal: Core Legal Differences

1. Ownership and Shareholding

• Private company: 1–50 shareholders

• Public company: Minimum 7 shareholders, no upper limit

Foreign investors often prefer private companies initially due to tighter control.

2. Capital Requirements

• Private company: No statutory minimum capital

• Public company: NPR 10 million minimum issued capital

This alone makes private companies more accessible for market entry.

3. Share Transferability

• Private: Restricted by Articles of Association

• Public: Freely transferable shares

If liquidity and capital markets matter, public companies win.

4. Regulatory Oversight

• Private: OCR + tax authorities

• Public: OCR + Securities Board of Nepal (SEBON)

Public companies face heavier scrutiny and disclosure rules.

Comparison Table: Private vs Public Company in Nepal

Why Foreign Companies Usually Start with a Private Company

Most foreign investors choose private companies for speed, control, and cost efficiency.

Key advantages

• Faster OCR approval timeline

• Lower ongoing compliance costs

• Full control over ownership structure

• Easier restructuring later

Public companies are typically chosen only when:

• Large capital is required upfront

• Public fundraising is planned

• Regulatory visibility is a strategic advantage

Step-by-Step: OCR Registration Process (Private or Public)

1. Name reservation at OCR

2. Preparation of constitutional documents

3. Submission of incorporation application

4. OCR review and approval

5. Certificate of incorporation issued

After OCR approval, companies proceed to:

• Tax registration

• Bank account opening

• Sectoral or foreign investment approvals

Documents Required by the Office of Company Registrar

Common documents

• Memorandum of Association

• Articles of Association

• Director and shareholder details

• Registered office address

Additional for foreign shareholders

• Passport and incorporation documents

• Board resolution approving Nepal investment

• Notarized and translated documents

Accuracy matters. OCR rejections usually stem from documentation inconsistencies, not strategy.

Compliance Obligations After Registration

Both company types must meet annual obligations under the Companies Act.

Ongoing requirements

• Annual general meeting

• Annual returns filing at OCR

• Financial statements submission

• Director and shareholder updates

Public companies must also:

• Publish audited financials

• Disclose material changes publicly

Tax and Regulatory Considerations

While tax rates apply equally, compliance exposure differs.

• Private companies enjoy operational privacy

• Public companies face continuous disclosure

Foreign investors should align structure with risk tolerance and growth plans.

Common Mistakes Foreign Companies Make

• Choosing a public company too early

• Underestimating OCR compliance timelines

• Ignoring shareholder caps in private companies

• Poorly drafted Articles of Association

These mistakes delay approvals and increase costs.

When Should You Convert from Private to Public?

Conversion makes sense when:

• Capital requirements exceed private limits

• Listing or public investment is planned

• Governance maturity is achieved

OCR allows conversion, but it requires careful legal sequencing.

Conclusion: Private vs Public Company in Nepal 

For most foreign businesses, the private company is the smartest entry vehicle. It offers speed, flexibility, and control while remaining fully compliant with the Office of Company Registrar. Public companies suit only specific, capital-intensive strategies.

Choosing correctly at the start saves months of restructuring later. If you’re weighing private vs public company in Nepal, start with your business goals—not just legal theory.

Frequently Asked Questions 

1. Can a foreigner own 100% of a private company in Nepal?

Yes. Foreigners can fully own a private company, subject to sectoral and investment approval rules.

2. Is a public company mandatory for foreign investment?

No. Most foreign investments operate through private companies.

3. How long does OCR registration take?

Typically 7–14 working days if documents are complete.

4. What is the minimum capital for a private company?

There is no statutory minimum capital requirement.

5. Can a private company later become public?

Yes. Conversion is allowed under the Companies Act with OCR approval.