The Complete Checklist for Company Registration in Nepal

Registering a company in Nepal is a structured process governed by the Companies Act of 2006 (2063). It involves several steps, from selecting a company name to completing post-registration procedures. This guide aims to provide entrepreneurs with a complete checklist for successfully registering their company in Nepal, especially for those unfamiliar with the local legal landscape.

Step 1: Choose and Reserve a Unique Name for Your Company

The initial step is choosing a unique and relevant name for your business. This name should be easy to remember and reflect your business objectives or nature. Once finalised, reserve the name through the online platform of the Office of Company Registrar (OCR)​.

Step 2: Prepare the Necessary Documents

While your company name is being approved, prepare essential documents, including:

• Memorandum of Association (MoA)
• Articles of Association (AoA)
• Citizenship copies of Promoters (Notarised)
• Consensus Agreement between Promoters, if any
• Personal PAN of Promoters
• Copy of citizenship of Lessor/Landlord where the company will be located
• A copy of the utility bill or land registration certificate of the proposed location​.

Step 3: Register the Company

Once the necessary documents are prepared and the company name is approved, file the application for company registration online with the OCR. The application should include the MoA and AoA, notarised copies of the promoter's citizenship certificate, and the application fee​.

Company Registration Cost in Nepal

The fees depend on the registered capital. The fee structure for private companies ranges from NPR 1,000 for capital up to NPR 100,000 to NPR 43,000 for capital over NPR 10,00,00,000​.

Step 4: Execute Lease Agreement and Register at Ward Office

After registration, execute a lease agreement for your company's registered office and register the company at the ward office. Remember to renew this registration every financial year​.

Step 5: Obtain a Tax Registration Certificate

Obtain a tax registration certificate, generally referred to as Permanent Account Number (PAN), from the Inland Revenue Office or Taxpayers Service Office. You may also need to register your company for Value Added Tax or Excise Duty​.

Step 6: Open a Bank Account

After obtaining the tax registration certificate, open a bank account in the name of the company. This account is essential for receiving investments and payments from clients and customers​.

Step 7: Obtain Other Licenses and Permits

Depending on your business's nature, obtain the necessary licenses and permits from relevant government agencies. This may include industry registration or registration at the Department of Commerce and an EXIM code from the Department of Customs if needed​.

Post-Registration Process

After receiving the Certificate of Incorporation, acquire a PAN/VAT card for various business and legal purposes. Registering for VAT and PAN is necessary for businesses planning to pay taxes and claim refunds​.

Additional Documents Required for PAN/VAT Registration and Ward Office Registration

• Rent Agreement
• Citizenship of landlord
• Address proof (electricity bill, telephone bill, land registration certificate)​.

Benefits of Company Registration in Nepal

Registering a company in Nepal provides legal protection and limited liability to shareholders and directors, access to government contracts and subsidies, and the ability to open bank accounts and secure loans from financial institutions​.

Common Challenges During Company Registration

Entrepreneurs may face challenges like acquiring necessary documents, a lengthy registration process, and bureaucratic hurdles​.

Conclusion

Registering a company in Nepal requires careful planning and adherence to specific legal procedures. This comprehensive checklist is designed to guide entrepreneurs through each step of the process, from initial name reservation to post-registration requirements. Despite potential challenges, understanding and following this checklist can streamline the company registration process in Nepal, setting a strong foundation for successful business operations.