The OCR and Your Business: Registering a Company in Nepal

Choosing between a private vs public company in Nepal is one of the first strategic decisions foreign investors face. It shapes ownership, compliance, fundraising options, and timelines at the Office of Company Registrar (OCR). Make the wrong choice, and you risk delays, excess regulation, or limited scalability. Make the right one, and Nepal becomes a predictable, compliant market entry.

This guide explains the differences in plain English. You will learn how OCR registration works, which structure fits foreign ownership, and how to align with Nepal’s legal framework—without unnecessary complexity.

Understanding the OCR’s Role in Company Registration

The Office of Company Registrar is the statutory authority that incorporates companies in Nepal. Every private or public company must be registered here before commencing operations.

What the OCR Reviews

• Memorandum and Articles of Association

• Shareholding structure

• Director appointments

• Capital declaration

• Compliance with foreign investment rules

OCR scrutiny is document-driven. Accuracy and structure matter.

Legal Framework Governing Companies in Nepal

Company formation is governed primarily by the Companies Act 2006. Additional laws apply depending on sector and ownership.

Key supporting legislation includes:

• Industrial Enterprises Act 2020

• Foreign Investment and Technology Transfer Act (FITTA) 2019

• Income Tax Act 2002

Together, these determine eligibility, compliance, and post-incorporation duties.

What Is a Private Company in Nepal?

A private company is the most common structure for foreign investors entering Nepal.

Core Characteristics

• Minimum 1 shareholder, maximum 101

• Share transfer restrictions

• No public share issuance

• Lower compliance burden

Private companies are ideal for subsidiaries, joint ventures, and wholly foreign-owned entities.

What Is a Public Company in Nepal?

A public company is designed for large-scale operations and public fundraising.

Core Characteristics

• Minimum 7 shareholders

• Can issue shares to the public

• Higher capital thresholds

• Enhanced regulatory oversight

This structure suits banks, hydropower, insurance, and IPO-bound ventures.

Private vs Public Company in Nepal: Side-by-Side Comparison

Insight: Over 90% of foreign investors choose private companies due to speed and control.

Foreign Ownership Rules You Must Understand

Foreign companies can own up to 100% of a Nepalese private company in permitted sectors under FITTA 2019.

Key Considerations

• Sector eligibility matters

• Minimum capital thresholds apply

• Approval from DOI may be required

• Public companies face additional scrutiny

Private companies provide more flexibility during approval.

Capital Requirements Explained

For Private Companies

• No statutory minimum for most sectors

• FITTA may impose sector-based minimums

For Public Companies

• Higher paid-up capital

• Mandatory capital disclosures

• Ongoing reporting to regulators

Capital planning should match your growth horizon.

Compliance and Governance Obligations

Private Company Compliance

• Annual returns to OCR

• Financial statements

• Tax filings

Public Company Compliance

• All private company requirements

• Mandatory audits

• Shareholder disclosures

• Regulatory reporting

Compliance costs rise sharply with public status.

Fundraising and Exit Strategy Implications

A private company limits fundraising to private placements. This is sufficient for most foreign-led operations.

A public company enables:

• IPOs

• Public debt instruments

• Large institutional funding

Choose based on capital strategy, not prestige.

Tax Treatment: No Structural Advantage

There is no difference in corporate tax rates between private and public companies in Nepal.

Tax outcomes depend on:

• Industry

• Incentives

• Location-based benefits

Structure affects compliance, not tax rates.

When Should You Choose a Private Company?

Choose a private company if you want:

• Full foreign control

• Faster OCR approval

• Lower compliance costs

• Operational flexibility

This is the default choice for foreign investors.

When Does a Public Company Make Sense?

A public company is appropriate if you plan to:

• Raise capital from the public

• Operate in regulated sectors

• List on Nepal Stock Exchange

Otherwise, it adds unnecessary complexity.

Common Mistakes Foreign Companies Make

1. Choosing a public company too early

2. Underestimating OCR documentation standards

3. Ignoring FITTA capital thresholds

4. Misaligning structure with exit plans

Avoid these to save months of delays.

How OCR Registration Actually Works

Step-by-Step Process

1. Name reservation

2. Document preparation

3. OCR filing

4. Certificate issuance

5. PAN registration

A private company can be incorporated within weeks if documents are correct.

Why Structure Decisions Affect Long-Term Risk

Your company type influences:

• Regulatory exposure

• Investor perception

• Exit flexibility

• Compliance overhead

Structure is a risk management tool, not a formality.

Final Verdict: Private vs Public Company in Nepal

For most foreign companies, the private vs public company in Nepal decision is clear. Private companies offer speed, control, and compliance efficiency. Public companies suit only capital-intensive, regulated ambitions. Align your structure with your strategy, and OCR registration becomes a gateway—not a hurdle.

Frequently Asked Questions 

Is a private company better than a public company in Nepal?

For most foreign investors, yes. Private companies offer faster setup, lower compliance, and full ownership control.

Can a foreigner own 100% of a Nepal company?

Yes. 100% foreign ownership is allowed in permitted sectors under FITTA 2019.

How long does OCR registration take?

Private company registration typically takes 2–4 weeks if documents are accurate.

Can a private company convert into a public company later?

Yes. Conversion is legally permitted but involves regulatory approvals and restructuring.

Do public companies pay less tax in Nepal?

No. Corporate tax rates are the same. Differences lie in compliance, not taxation.