Company incorporation Nepal always begins and ends with one authority: the Office of the Company Registrar.
For foreign companies, understanding this office is critical. It controls name approval, legal registration, compliance filings, and public records. Without OCR approval, a company simply does not exist in Nepal.
This guide explains the OCR’s role clearly and practically. It is written for foreign founders, directors, and investors who want certainty, speed, and compliance when entering Nepal.
The Office of the Company Registrar (OCR) is the statutory authority responsible for incorporating and regulating companies in Nepal.
It operates under the Ministry of Industry, Commerce and Supplies and derives its powers from the Companies Act, 2006.
The OCR is legally responsible for:
Registering companies in Nepal
Maintaining the public register of companies
Approving company names
Issuing certificates of incorporation
Recording changes in directors, shareholders, and capital
Enforcing filing and disclosure obligations
For company incorporation Nepal, OCR is the first gatekeeper.
Foreign companies often underestimate the OCR’s influence. This creates delays, rejections, and compliance risks.
The OCR ensures that every incorporated company:
Has a lawful purpose under Nepali law
Meets minimum capital requirements
Uses a compliant company name
Submits correct constitutional documents
Discloses ownership transparently
If OCR standards are not met, incorporation is refused.
The OCR’s authority is primarily governed by:
Companies Act, 2006 (2063)
Companies Regulation, 2009
Directives issued by the Ministry of Industry
Under the Companies Act, the OCR can:
Approve or reject incorporation applications
Demand clarifications or amendments
Suspend registration for non-compliance
Strike off dormant companies
Impose late-filing penalties
This makes OCR compliance a legal necessity, not a formality.
Every company incorporation Nepal starts with name approval.
The OCR verifies that the proposed name:
Is unique
Is not misleading
Does not conflict with trademarks or public interest
Matches the proposed business activity
Name approval is usually valid for 35 days.
The OCR reviews:
Memorandum of Association (MOA)
Articles of Association (AOA)
These documents define:
Company objectives
Share capital structure
Governance rules
Director powers
Any inconsistency with the Companies Act leads to rejection.
The OCR checks:
Identity documents
Shareholding percentages
Director consent letters
Registered office address
For foreign nationals, notarisation and apostille may be required.
The OCR verifies declared capital and calculates government fees based on capital slabs.
Incorrect capital declarations are a common cause of delay.
Once satisfied, the OCR issues the Certificate of Incorporation.
Only after this step does the company legally exist in Nepal.
Nepal has significantly digitised company incorporation Nepal through the OCR online portal.
Name reservation
Incorporation filing
Document uploads
Fee payments
Post-incorporation filings
This has reduced timelines but increased scrutiny. Errors are now flagged faster.
| Stage | Average timeline |
|---|---|
| Name reservation | 1–3 working days |
| Document review | 2–5 working days |
| Clarifications (if any) | 2–7 working days |
| Certificate issuance | 1 working day |
Total OCR-controlled timeline: 5–10 working days
Delays usually result from document errors, not OCR inefficiency.
Foreign companies should watch for these issues:
Vague or overly broad company objectives
Capital structure not matching objectives
Non-standard MOA or AOA clauses
Incomplete director disclosures
Incorrect address formats
Avoiding these errors saves weeks.
Foreign companies often confuse OCR with other regulators.
| Authority | Primary role |
|---|---|
| Office of the Company Registrar | Company incorporation and records |
| Department of Industry | Foreign investment approval |
| Nepal Rastra Bank | Capital repatriation and banking |
| Inland Revenue Department | Tax registration |
OCR incorporation is mandatory before dealing with any other authority.
OCR involvement does not end after incorporation.
Companies must file:
Annual returns
Financial statements
Director or shareholder changes
Capital increases
Address changes
Late filings attract penalties under the Companies Act.
The OCR maintains a public company registry.
This registry allows:
Due diligence by investors
Credibility checks by banks
Transparency in ownership
For foreign companies, this increases trust with Nepali partners.
Before filing, ensure:
All documents match passport details
Capital aligns with business scope
MOA objectives are specific and lawful
AOA reflects Nepali governance norms
Translations are certified if required
Preparation is the key to smooth company incorporation Nepal.
While the OCR allows self-filing, foreign companies benefit from expert support.
Professionals help:
Draft OCR-compliant documents
Anticipate registrar objections
Coordinate with DOI and NRB
Reduce incorporation risk
This is especially important for regulated sectors.
The OCR registers companies, approves names, issues incorporation certificates, and maintains company records under the Companies Act, 2006.
Yes. Foreigners can apply online, but documents often require notarisation and local compliance expertise.
Typically 5–10 working days, assuming documents are correct and no clarifications are requested.
No. Foreign companies also need foreign investment approval, tax registration, and sector-specific licenses.
No. OCR only incorporates companies. Foreign investment approval is handled by the Department of Industry.
Company incorporation Nepal revolves around one authority: the Office of the Company Registrar.
Understanding its powers, expectations, and processes is essential for foreign companies seeking a compliant and efficient market entry.
With proper preparation and OCR-aligned documentation, incorporation in Nepal can be straightforward, predictable, and fast.
Planning company incorporation Nepal for your foreign business?
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