Online Company Registration in Nepal: Step-by-Step Guide

Setting up a business in Nepal used to mean long queues, stacks of paper, and weeks of waiting. But not anymore.

With the Office of the Company Registrar (OCR) fully digitizing its services, you can now complete your online company registration in Nepal entirely through the government’s electronic system.

Still, many foreign investors find the process confusing, from name reservation to digital signature setup, or navigating approvals under FITTA 2019 and NRB Directives.

This guide breaks it all down step by step, explaining not just how to register a company online, but also why each step matters legally under Nepal’s Companies Act 2006 and related regulations.

By the end, you’ll understand:

• How to register your company online through OCR.

• The documents, approvals, and authorities involved.

• Legal obligations for foreign investors.

• Post-registration compliance, tax, and audit requirements.

The Legal Backbone of Company Registration in Nepal

Before diving into the process, it’s important to understand the legal foundations.

Company registration in Nepal is primarily governed by:

• Companies Act 2006 & Rules 2064 — defines the incorporation, structure, and operation of companies.

• FITTA 2019 (Foreign Investment and Technology Transfer Act) — governs all foreign capital, technology transfer, and ownership rights.

• NRB Directives — regulate the inflow and repatriation of foreign investment funds.

• Industrial Enterprises Act 2020 — classifies industries and defines incentives for different sectors.

• Income Tax Act 2002 & VAT Act 1996 — govern taxation, PAN/VAT registration, and returns.

• Labor Act 2017 & Social Security Act 2018 — regulate workforce compliance and employee benefits.

Each authority has a defined role: the OCR handles legal registration, the Department of Industry (DOI) or Investment Board Nepal (IBN) approves foreign investment, and the Nepal Rastra Bank (NRB) validates capital inflows.

Why Nepal’s Online Registration System Matters for Investors

The digital transformation of the Office of the Company Registrar (OCR) has revolutionised how businesses start in Nepal.

Previously, registration required physical presence in Kathmandu and manual submission of forms. Now, the entire process, from name reservation to certificate issuance, can be done online via the OCR e-portal.

Key benefits of the online system:

• Complete remote filing of forms and uploads.

• Faster turnaround, registration within 7–10 days.

• Integrated checks for name duplication and compliance.

• Immediate access to digital copies of incorporation certificates.

For foreign companies, this means you can initiate your setup from abroad and coordinate approvals through a local partner or service provider like DCV.

Step-by-Step Process for Online Company Registration in Nepal

The OCR’s online portal is user-friendly once you understand its flow. Below is a clear breakdown of each stage, including compliance checkpoints relevant to both domestic and foreign investors.

Step 1: Create an OCR Online Account

Visit the OCR official portal and create an online user account. You’ll need:

• Full name and email address.

• Contact number.

• Scanned copy of passport or citizenship (for local representatives).

Once registered, log in to your dashboard, this is where you’ll manage every stage of the registration process.

Step 2: Reserve Your Company Name

Name reservation is mandatory before incorporation. The name must:

• Be unique (not similar to any existing company name).

• Reflect your business nature (e.g., “XYZ Consulting Pvt. Ltd.”).

• Avoid restricted terms like “Authority,” “Bank,” or “Government.”

OCR typically approves or rejects names within 1–2 business days.

🟢 DCV Tip:
Always include your industry keyword (e.g., “Tech,” “Consulting,” “Trading”) to avoid rejection. DCV also cross-checks the name against trademark and FDI databases before submission.

Step 3: Prepare the Required Documents

Here’s what you’ll need for submission:

For Local Companies:

• Memorandum of Association (MOA) and Articles of Association (AOA).

• Citizenship copies of shareholders and directors.

• Passport-size photos and address proofs.

• Office address verification (utility bill or lease agreement).

For Foreign Companies:

• Certified copies of parent company’s registration documents.

• Board resolution authorising investment in Nepal.

• Power of attorney to a local representative.

• NRB-approved bank documents for investment capital.

🟢 Legal Reference:
Under Companies Act 2006, Section 5, promoters must sign the MOA and AOA in the presence of a witness, confirming consent to incorporation.

Step 4: Submit Application for Incorporation

Login to your OCR account and click “New Company Registration.”

Fill in:

• Company type (Private Limited, Public Limited, etc.).

• Capital structure and shareholding details.

• Business objectives as per Industrial Enterprises Act 2020.

Upload all documents and review for accuracy. The system will auto-validate formats and completeness before submission.

Step 5: Pay Registration Fees Online

OCR fees depend on your company’s authorised capital. Payment can be made electronically through:

• ConnectIPS, eSewa, or bank deposit slip uploads.

After payment confirmation, your application moves to officer review.

Step 6: Officer Review and Verification

An OCR officer reviews your file for legal accuracy and compliance.
Common review criteria include:

• Correct name and suffix (“Pvt. Ltd.” or “Ltd.”).

• Proper signature on MOA/AOA.

• Verified ID documents.

• Alignment with sector rules (e.g., no restricted industries).

🟢 DCV Note:
We ensure every clause in your MOA and AOA aligns with both Companies Act 2006 and FITTA 2019, especially for foreign shareholding and capital structure.

Step 7: Approval and Certificate of Incorporation

Once verified, the OCR issues your Certificate of Incorporation electronically.

This certificate:

• Establishes your company’s legal existence.

• Specifies registration number and date.

• Confirms compliance with the Companies Act 2006.

You can download the digital certificate directly from your account, no need for physical copies.

🟢 Timeline:
Domestic companies: 5–7 business days
Foreign companies: 15–25 business days (due to DOI/NRB coordination)

Understanding Post-Registration Compliance

Registration is only the beginning. Every newly formed company in Nepal must complete post-incorporation legal and tax steps.

PAN and VAT Registration

After company registration, apply for Permanent Account Number (PAN) at the Inland Revenue Department (IRD).

VAT registration is mandatory for companies with an annual turnover exceeding NPR 5 million.

• PAN ensures tax identity under the Income Tax Act 2002.

• VAT allows credit claims on purchases under VAT Act 1996.

🟢 Pro Tip:
PAN registration can be completed within 1–2 days online via IRD’s portal. VAT takes an additional 2–3 days depending on documentation.

Social Security Fund (SSF) Registration

Under the Social Security Act 2018, all employers must:

• Register employees in the Social Security Fund (SSF).

• Contribute 31% of salary (20% employer + 11% employee).

This ensures compliance with labour welfare regulations and improves employee retention.

Opening a Corporate Bank Account

Once you have your certificate and PAN, open a company account with any commercial bank in Nepal.

For foreign investors, NRB requires verification of capital inflows before funds are used for business operations.

Banks will request:

• Certificate of Incorporation

• PAN registration

• Board resolution

• NRB approval (for foreign shareholding)

Special Section: Online Registration for Foreign Investors

Foreign investors must navigate both OCR and FDI channels.

Step 1: Complete name reservation and draft incorporation documents.
Step 2: Apply for foreign investment approval under FITTA 2019 through the Department of Industry (DOI) or Investment Board Nepal (IBN).
Step 3: Obtain NRB verification for capital inflow.
Step 4: Proceed with final OCR registration using FDI-approved documentation.

🟢 DCV Advantage:
DCV manages the entire chain, from FITTA proposal drafting to NRB compliance — ensuring your online registration and FDI process align perfectly.

Timeline and Cost Overview

Key Benefits of Online Company Registration

Convenience: Register from anywhere without physical presence.
Speed: Faster turnaround with digital review.
Transparency: Real-time tracking of application status.
Security: Official digital records stored by OCR.
Integration: Enables direct linkage with tax and SSF systems.

Common Mistakes to Avoid

Many applications face delays due to minor errors. Avoid these pitfalls:

• Using names similar to existing companies.

• Uploading incomplete or blurred ID documents.

• Not aligning MOA objectives with actual business activities.

• Forgetting to include “Pvt. Ltd.” in the name.

• Failing to register for PAN or VAT post-incorporation.

🟢 DCV Guidance:
We conduct a pre-submission compliance audit to ensure zero rejections or delays during OCR review.

Accounting, Audit, and Governance Obligations

After incorporation, companies must maintain proper accounting and submit annual reports to the OCR.

Under the Companies Act 2006 (Sections 109–110):

• Every company must prepare audited financial statements annually.

• Annual General Meetings (AGMs) are mandatory to approve accounts.

• Records of shareholders, directors, and resolutions must be maintained.

Timely submission avoids penalties and protects company credibility.

Online Company Registration vs. Manual Registration

Frequently Asked Questions

How long does online company registration take in Nepal?
Usually between 7–10 days for domestic companies and up to 25 days for foreign investors, depending on document readiness.

Can foreign investors register online from abroad?
Yes, foreign investors can initiate the process online and appoint a local representative to handle document verification and submission.

What documents are needed for online registration?
MOA, AOA, citizenship or passport copies, address proof, and investment documents for foreign shareholders.

Is physical presence required?
No. The entire process can be completed online, except notarisation of some foreign documents.

Can DCV assist with online registration?
Yes. DCV offers end-to-end support, from name reservation to FDI approvals and post-registration compliance.

Online company registration in Nepal has made incorporation faster, more transparent, and globally accessible, a milestone for both domestic entrepreneurs and foreign investors.

But navigating the digital platform, understanding FITTA and NRB requirements, and ensuring compliance still demand expertise.

That’s where Digital Consulting Ventures (DCV) comes in.

Our legal, accounting, and compliance experts handle every step, from OCR online registration, FDI approval, and PAN/VAT setup, to Social Security Fund enrollment and annual audit compliance.

💬 Book a consultation today and let DCV simplify your company formation in Nepal, quickly, legally, and without errors.