Step-by-Step Guide: Registering a Private Limited Company Online in Nepal

If you’re a foreign company looking to establish a foothold in one of South Asia’s fastest-growing markets, you’ve likely asked: “How do we handle private limited company registration in Nepal?” You’re not alone. Many international firms are frustrated by opaque procedures, changing regulations, and uncertainty over timelines. But the good news? With the right roadmap, you can move confidently through the registration of a private limited company in Nepal, and we’re going to walk you through it in detail.

Today’s guide is specifically designed for foreign companies, meaning we’ll address cross-border concerns, local compliance, and the online submission process. By the end, you’ll understand not just the “how” but also the “why” behind each step. Let’s dive in.

Why Choose Nepal for Your Business

Nepal’s economy is growing, and the government actively welcomes foreign investors. The country’s strategic location between India and China makes it a gateway to South Asia’s markets. Key sectors like hydropower, tourism, IT, and manufacturing offer great opportunities. For foreigners, Nepal allows majority or even 100% ownership in many industries (subject to some FDI rules). A recent foreign investment law sets a minimum investment threshold of NPR 20 million (about USD 155,000) for most industries. There is no minimum capital requirement for IT companies.

Crucially, Nepal has streamlined its regulatory framework. The government has improved its ease of doing business ranking, thanks to digital reforms. A key example is the OCR’s Online Company Registration portal. This portal lets you complete the entire incorporation process without leaving your home country. You can reserve a company name, upload documents, pay fees, and receive the registration certificate all online.

Nepal offers attractive perks to foreign investors. For example, there are business visas and special permits for qualified entrepreneurs. The standard corporate tax rate is a flat 25%. Profits can be repatriated abroad, subject to Nepal Rastra Bank approval after at least one year. Choosing a private limited company gives your business limited liability and greater credibility. This structure is often preferred by banks and suppliers.

Key Terms & Legal Foundations

Before we walk through the practical steps, let’s clarify some of the legal and structural concepts you’ll encounter.

1. Legal basis

• The Companies Act 2063 (2006) governs incorporation and operation of companies in Nepal.

• The Office of Company Registrar (OCR) under the Ministry of Industry, Commerce and Supplies handles registration.

2. Private Limited Company (“PLC”) structure in Nepal

• A private limited company is privately held, cannot freely offer shares to the public, and generally gives limited liability protection to shareholders. 

• It enjoys a separate legal personality and perpetual succession. 

• Minimum requirements: At least one shareholder, one director (they may be the same person). 

3. Foreign company perspective

• Foreign entities can form private limited companies in Nepal, but may need additional approvals depending on the sector, investment size, or industry. 

• Foreign investment and technology transfer rules may apply.

Step-by-Step Online Registration Process

1. Name Reservation: Begin by choosing a unique company name. Visit the OCR online portal and create an account. Submit your desired name (in English and Nepali) for approval. This usually takes around 3–5 working days. You can check name availability online at any time. Once approved, the name is reserved for 90 days.

2. Prepare Documents: Collect all required documents in advance. Key paperwork includes:

   • Memorandum of Association (MOA) and Articles of Association (AOA) drafted per Nepal’s Companies Act.

   • Certified copies of each founder’s identity (for foreigners, passport and visa; for locals, citizenship).

   • Digital photos or scans of signatures (to sign digital forms).

   • Board resolution or Power of Attorney if someone registers on behalf of others.

   • Lease agreement proving a registered office address in Nepal.

   • If a foreign investor: FDI approval letter from the Department of Industry (automatically required for investment above NPR 20M).

   All documents (except those requiring original signatures) should be notarized or attested by a Nepali embassy/consulate.

3. Online Submission: On the OCR portal, fill out the registration form. Enter company details (objectives, address, capital, shareholders, directors) and upload each PDF document. The portal supports Nepali and English. Be thorough: incomplete or incorrect information can cause delays.

4. Payment of Fees: The Nepal government has waived the initial registration fee (rajaswa) for new companies since 2080/81. Previously, this fee was about NPR 4,500 for NPR 100,000 capital. In practice, you will incur only minimal bank charges when completing any required payments (these are low and can be done online or at a bank).

5. Review & Approval: After submission, OCR officials will review your application. The portal lets you track your status online. They may ask for clarifications via email. Respond promptly with corrections if requested. If everything is in order, the OCR will approve your application and issue a digital certificate of incorporation—usually within about 7 working days after submission (assuming no further queries).

6. Post-Registration Compliance: After incorporation, take these steps promptly:

   • PAN Registration: Apply for a Permanent Account Number at the Inland Revenue Department for tax and banking purposes. IRD typically issues PAN within 3–5 working days once your certificate is received.

   • Ward Registration: Register your office address with the local Ward Office by submitting the lease agreement, PAN certificate, and company documents. This formalizes your business address.

   • Share Register: Prepare an initial share register listing all shareholders and share allocations. This record, while not immediately filed, is often requested by banks and authorities later.

   • Additional Licenses: Depending on your business activity, apply for any sector-specific licenses (for example, tourism licenses, trade permits, or industry-specific approvals).

Use clear PDF scans and accurate translations (if needed) to avoid rejection. The digital portal is user-friendly, but you must upload exactly what OCR requires.

Foreign Company Specific Considerations (Beyond the Basics)

A. Foreign direct investment (FDI) & ownership limits

• Certain sectors may have ownership limits or require approval from the Department of Industry. Seek confirmation whether the business activity is in a ‘restricted’ list. 

• Make sure your share transfer and repatriation rights are clear from the outset.

B. Exchange control and capital repatriation

• Decide how foreign shareholders will contribute share capital (foreign currency vs Nepal Rupee) and how profits/dividends will be repatriated.

• Make sure banking and foreign exchange approvals are addressed in your initial planning.

C. Local director and local address requirement

• While there is no strict mandatory for a Nepali director in all cases, some banks and regulators may prefer or require one.

• Having a physical registered office in Nepal (with local address, signage, etc) helps avoid compliance issues. 

D. Pre-incorporation agreements and joint venture documentation

• If you are partnering with a local entity, ensure the Joint Venture (JV) or shareholder agreement covers governance, exit, profit sharing, and dispute resolution.

• Consider arbitration clauses and Nepal-specific exit mechanisms (buy-back rights, share transfer restrictions).

E. Digital-first submission & e-signatures

• The OCR allows documents with an electronic signature and online authentication. 

• Working with a local provider or adviser who specializes in e-filing can significantly reduce turnaround time.

F. Risk & compliance: board behavior, audits, and governance

• Non-compliance leads to penalties or deregistration under the Companies Act. 

• Topics to monitor: timely AGM, annual returns, auditor appointment, share-capital maintenance, and registered office updates.

Required Documents at a Glance

• Company Charter: MOA and AOA signed by all founders (detailing capital, objectives, and management).

• Director/Shareholder Consent: Signed letters from each director consenting to act (simple form provided by OCR).

• Identification: Notarized copy of passport (for foreign nationals) or citizenship (for Nepali founders) for each promoter.

• Board Resolution/POA: If a corporation or representative is acting, a board resolution or power of attorney authorizing the company formation.

• Foreign Investment Approval: DOI approval letter for any foreign equity ≥ NPR 20,000,000.

• Licensed Sector Approval: Any government permits required by your business sector (e.g., trade license, financial permit).

• Address Proof: Rental or ownership agreement for the company’s registered office in Nepal.

• Payment Voucher: Bank receipt for any fee payment (if applicable).

• Digital Signature: Ensure a director or secretary has a Nepali digital signature certificate if required by the portal for certain filings.

Cost, Timeline, and Requirements

Nepal’s law requires at least one shareholder (max 101) for a private limited company. Directors can be of any nationality and do not need to reside in Nepal. If your paid-up capital exceeds NPR 10 million, you must appoint a company secretary (a Nepali citizen). Otherwise, this role is optional.

There is technically no legal minimum capital for a private company. In practice, most companies use NPR 100,000 (approx USD 800) as authorized capital. You can set a higher capital if needed; any fees will scale with your declared capital.

After submission, expect OCR’s approval within about 7–10 working days (3–5 days for the name, plus ~7 days for incorporation). Promptly answering any OCR queries will help avoid delays.

Key Online Registration Checklist (for Foreign Companies)

Here is a numbered list you can use as a checklist:

1. Confirm business activity is permitted for foreign investment and establish the ownership structure.

2. Choose and reserve a company name via the OCR’s online portal.

3. Draft MoA and AoA reflecting your specific structure, shareholders and governance.

4. Collect shareholder/director identity proofs, address proof, lease/registered office documentation, foreign-investment authorisation (if needed).

5. Engage local advisor to verify completeness, translate or notarise documents if necessary.

6. Upload all documents to OCR, pay registration fee, monitor status.

7. On receipt of Certificate of Incorporation, register for PAN/VAT, open bank account, and register with local ward/municipality.

8. Document and instate corporate governance procedures: board meeting, share-issuance, audit appointment.

9. Plan for exit/repayment strategy (dividends, capital repatriation, share-transfer) and align with banking/forex rules.

10. Ongoing compliance: hold AGM, file annual return, maintain registered office details and update OCR of changes within statutory timelines.

Frequently Asked Questions

Q: Can a foreign national or company register a Private Limited Company in Nepal?
A: Yes. Nepali law allows foreigners to form private limited companies. If your foreign investment exceeds NPR 20 million (or is in a restricted sector), obtain approval from the Department of Industry (DOI) first. Otherwise, the online registration process is the same. Make sure foreign documents (like passports) are certified by a Nepali embassy.

Q: What are the main steps to register a company online in Nepal?
A: First, reserve a company name on the OCR portal. Then, prepare and scan all required documents (MOA/AOA, IDs, address proof,and  any approvals). Submit the online application and pay any fees. OCR will review your submission and approve it. Once approved, download the digital certificate and continue with PAN/VAT registration.

Q: How long does the online company registration process take?
A: Typically 2–3 weeks in total. Name approval takes about 3–5 working days, and incorporation takes about 7 working days after submission of complete documents. Prompt replies and correct paperwork can speed the process; missing information may delay it.

Q: What is the minimum share capital required for a Private Limited Company?
A: There is no fixed legal minimum. In practice, a paid-up capital of NPR 100,000 (about USD 800) is commonly chosen. You can set a higher capital if needed; initial fees (if any) scale with the declared share capital.

Q: Are there any fees for registering a company in Nepal?
A: The government has waived the initial company registration fee (about NPR 4,500) for new companies as of FY 2080/81. You still pay minimal fees for tasks like notarizing documents and obtaining a PAN certificate. There are no hidden extra charges in the OCR portal process.

Nepal’s fully online company registration is a huge advantage for foreign investors. By digitizing the process, from name check to certificate issuance, it avoids delays and reduces the need for paperwork and middlemen. For example, meet all OCR digital verification standards (often called DCV) so your application is approved without delays.

Our experienced team understands local regulations and global business needs. We help prepare your documents, file online, and resolve any issues quickly. Ready to expand into Nepal? Reach out to get personalized support and streamline your company registration today.