Private Limited Company Online Registration in Nepal

If you’re a foreign company planning to expand into Nepal, understanding how to complete a Private Limited Company online registration can be confusing at first. Between the Office of Company Registrar (OCR), foreign investment approvals, tax registrations, and compliance filings, it’s easy to feel overwhelmed.

This guide breaks down everything you need to know, from OCR registration and FDI approval to tax compliance, labour law, and accounting requirements. By the end, you’ll know the complete legal and procedural framework for incorporation, and how Digital Consulting Ventures (DCV) can make your company registration process in Nepal simple, compliant, and hassle-free.

Why Nepal is a Growing Hub for Business

Nepal has rapidly modernized its investment and business registration frameworks. The Companies Act 2006, FITTA 2019 (Foreign Investment and Technology Transfer Act), and recent NRB and DOI reforms have made it easier for both local and foreign investors to operate.

Key reasons investors are drawn to Nepal include:

• Access to South Asian and Himalayan markets through strategic trade routes

• Liberal foreign ownership policies in most sectors

• Lower operating and labour costs compared to neighbouring markets

• Simple online registration process via OCR’s e-filing system

• Tax benefits and growing government incentives for FDI projects

Whether you want to establish a tech development centre, a cost-support branch, or a regional service hub, Nepal provides a favourable environment for sustainable growth.

Understanding the Legal Framework

Companies Act 2006

The Companies Act 2006 (2063) governs the formation, operation, and management of all private limited companies in Nepal. It defines the key incorporation requirements, such as minimum shareholders, share capital, and directors, and ensures transparency and accountability through mandatory audit and reporting obligations.

Foreign Investment and Technology Transfer Act (FITTA) 2019

Foreign investors are regulated under FITTA 2019, which allows foreign ownership in most industries (except those restricted for security or cultural reasons). The Act lays out the process for investment approval, repatriation of profits, and reporting obligations to the Department of Industry (DOI) or Investment Board of Nepal (IBN).

Nepal Rastra Bank (NRB) Directives

When foreign capital is brought into Nepal, NRB approval ensures compliance with foreign exchange laws and proper repatriation channels. This is critical for transferring investment funds, paying dividends, and repatriating capital later.

Other Key Acts to Know

• Income Tax Act 2002 and VAT Act 1996 – for tax registration and filings

• Labor Act 2017 and Social Security Act 2018 – for employment and benefits compliance

• Bonus Act 1974 – for annual employee bonuses

• Industrial Enterprises Act 2020 – for industry-specific licensing and incentives

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

The Office of Company Registrar (OCR) allows full online registration through its portal. Here’s a clear overview of each stage:

1. Company Name Reservation

   • Log in to the OCR e-filing system and submit your desired name.

   • The name must be unique, relevant, and not identical to an existing entity.

2. Document Preparation

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

   • Prepare identification documents, shareholder and director details, and capital structure.

3. Online Submission to OCR

   • Upload documents via the OCR portal.

   • Pay the prescribed registration fee based on authorized capital.

4. Review and Approval

   • OCR verifies documents and issues a Certificate of Incorporation within approximately 10 to 15 days, as per the Companies Act.

5. Foreign Investment Approval (If Applicable)

   • Submit an investment proposal to the DOI or IBN under FITTA 2019.

   • Once approved, capital must be brought in through a bank registered under NRB.

6. NRB Approval for Foreign Capital

   • Obtain confirmation from NRB for the inflow of foreign investment in convertible currency.

7. Tax Registration (PAN & VAT)

   • Register for a Permanent Account Number (PAN).

   • If your business meets the turnover threshold, register for VAT as well.

8. Social Security Fund (SSF) Registration

   • Mandatory for companies employing staff in Nepal under the Social Security Act 2018.

9. Bank Account and Share Deposit

   • Open a corporate bank account to deposit the paid-up capital.

10. Commence Business Operations

• After receiving all registrations, you can officially start business activities, recruit staff, and issue invoices.

Key Requirements and Highlights

• Minimum one shareholder and one director are required.

• No fixed minimum paid-up capital for private companies (except sector-specific FDI cases).

• Registered office address in Nepal is mandatory.

• All documents must be digitally signed and notarized where applicable.

• Accounting books must be maintained as per the Income Tax Act.

• Annual audit by a registered auditor is required.

• Companies must file annual reports and returns with OCR.

• SSF contributions are mandatory for employees.

• Foreign-owned companies must report share transfers, repatriations, and ownership changes under FITTA 2019.

Cost and Timeline Overview

Tax, Accounting, and Labor Compliance

Corporate Tax and VAT

The standard corporate tax rate in Nepal is around 25% for most businesses.
VAT registration is mandatory once your annual turnover exceeds the statutory limit.
Companies must submit periodic VAT returns and pay income tax quarterly.

Accounting and Audit

Under the Companies Act, every company must maintain accounting records and appoint an auditor. Annual financial statements and an auditor’s report must be submitted to the OCR.

Labor Act and Social Security

The Labor Act 2017 governs employee rights, contracts, and workplace standards.
All employees must be enrolled in the Social Security Fund (SSF), with contributions made monthly by both employer and employee.

Other Key Compliance Points

• Annual General Meeting (AGM) must be held within 6 months of fiscal year-end.

• Dividend declarations and share transfers require documentation under FITTA 2019.

• Companies must update shareholder and director changes with OCR.

Foreign Ownership Rules and FDI Guidelines

Foreign investors can own up to 100% equity in most sectors unless restricted by the government.
Some industries, like security, media, and retail trade, have limits or require joint ventures with Nepali partners.

Under FITTA 2019:

• Foreign investment must be in convertible foreign currency.

• Repatriation of profits, royalties, and capital is allowed after tax clearance.

• Minimum investment thresholds may apply (for example, NPR 50 million in some industries).

• All FDI transactions must go through licensed banks and comply with NRB regulations.

OCR Online Registration Tips for Foreign Companies

• Ensure all documents are accurately translated and notarized if in another language.

• Shareholder and director IDs must be verified.

• Coordinate with DOI and NRB early to prevent processing delays.

• Engage a local chartered accountant or legal advisor for filings.

• Apply for PAN, VAT, and SSF immediately after incorporation.

• Keep digital and physical copies of all documents for audit and NRB review.

• Plan a 4–6 week timeframe if foreign investment approval is involved.

Why Partner with Digital Consulting Ventures (DCV)

At DCV, we specialize in helping both local and international businesses set up and operate compliantly in Nepal.

Our expertise includes:

• End-to-end company registration with OCR, including document drafting and e-filing

• FDI approvals from DOI, IBN, and NRB

• Tax registration and accounting setup for PAN, VAT, and SSF

• Monthly compliance management, including payroll, labour, and audit coordination

• Ongoing advisory on foreign investment reporting and repatriation compliance

Whether you’re an Australian, Indian, or global company entering Nepal, DCV ensures a smooth, transparent, and fully compliant incorporation journey, allowing you to focus on your business growth while we handle the regulations.

Frequently Asked Questions

1. How can I register a Private Limited Company online in Nepal?
You can register through the OCR’s online portal by submitting your incorporation documents and paying the required fees.

2. Can a foreign investor own 100% of a company in Nepal?
Yes, foreign investors can own 100% in most sectors except those restricted under FITTA 2019.

3. What is the average timeline for registration?
It usually takes 10–15 days for local companies and up to 4–6 weeks for foreign-invested companies.

4. What are the post-registration obligations?
PAN/VAT registration, SSF enrollment, annual audit, tax filings, and maintaining accounting records.

5. What documents are required for foreign investment approval?
MOA, AOA, company profile, financial statements, investment proposal, passport copies, and bank references.

Setting up a Private Limited Company online in Nepal has become easier than ever, thanks to digital reforms under the Companies Act 2006 and FITTA 2019. However, proper legal guidance, tax planning, and compliance management remain critical for long-term success.

If you’re planning to expand or invest in Nepal, Digital Consulting Ventures (DCV) is your trusted partner for company incorporation, accounting, tax, and FDI compliance.

Contact DCV today to start your registration, and let our experts take care of everything from OCR filing to ongoing compliance management.