Timeline for Private Limited Company Registration in Nepal

Foreign entrepreneurs often find Nepal’s company registration process opaque and frustrating. Imagine a U.S. or Indian business owner eager to expand, only to be slowed by unclear timelines and paperwork. Understanding the timeline for Private Limited Company registration in Nepal is key. This guide breaks down each step, from name approval to certificate issuance, with realistic time estimates. We address common delays (including those caused by brokers or bureaucratic gaps) and explain how foreign companies can prepare to move swiftly and confidently.

Starting with the Companies Act, 2063 (2006) as the legal foundation, a Nepalese Private Limited Company (Pvt Ltd) is formed by 2–50 shareholders. Private companies offer limited liability and perpetual succession. For foreign companies, Nepal even allows a single-shareholder Pvt Ltd. However, foreign-owned ventures must often navigate extra approvals under Nepal’s Foreign Investment and Technology Transfer Act (FITTA) and related regulations. These approvals can add time, so foreign investors need clear expectations on both business incorporation and investment approval timelines.

Key Steps in the Registration Process

Registering a private company in Nepal involves several stages. Below is an overview of each step, with typical durations:

1. Name Reservation and Approval (1–2 days): Pick a unique company name and reserve it through the Office of Company Registrar (OCR) online portal. Approval usually takes about 1–2 working days. Choosing a distinct name avoids resubmissions.

2. Document Preparation (1–3 days): Once the name is reserved, prepare all required documents (see list below). These include the signed Memorandum and Articles of Association (MOA/AOA), shareholder consents, and proof of Nepal office address. Foreign shareholders will need passports and, if Nepalese residency is required, visas. Allow a couple of days for gathering and translating documents if needed.

3. Online Submission (same day): Upload all signed documents to the OCR’s online registration system. This is usually instant once you have a valid name reservation and final paperwork. A government fee must be paid at this stage, based on your authorized capital (see costs below). The OCR’s digital portal means online submission adds no delay by itself.

4. Verification by OCR (5–10 days): After submission, OCR staff review the application. This verification stage is the core of the timeline: authorities check for completeness and legal compliance. In most cases, it takes about 7–10 working days to complete the review. Timely responses to any queries can prevent slowdowns. If all is in order, the OCR grants final approval.

5. Certificate Issuance (1–2 days): Once approved, the OCR issues the Company Registration Certificate. This typically adds another 1–2 days. The certificate includes your company’s registration number, date of incorporation, and official seal.

6. Post-Incorporation Registrations (2–5 days): After OCR approval, you must register for a Permanent Account Number (PAN) with the Inland Revenue Department (IRD). PAN registration usually takes an additional 2–3 working days (often slightly longer for foreign-owned companies). You also register the company address at the local ward office, which may take 1–3 days depending on locality.

In total, the core OCR process for a Private Limited Company is about 7–10 working days from submission to certificate. Factoring in name reservation, document prep, PAN and ward registration, expect roughly 10–15 working days for Nepali nationals. For foreign investors, factor in more time: as explained below, foreign direct investment approvals can add 2–3 months to the scheduling.

Digital vs. Manual Registration

Nepal now offers online (OCR portal) registration, which greatly speeds up the process. Using the portal means you can upload documents immediately after name approval and pay fees electronically. By contrast, the traditional manual process involves couriering physical documents and in-person steps. Below is a comparison of typical timelines for the two methods:

The digital route not only automates submissions but also allows quicker status checks. By choosing online registration, foreign companies can potentially trim the timeline by several days compared to manual filing. In practice, most entrepreneurs in Kathmandu and beyond now use the OCR portal due to its efficiency and transparency.

Required Documents and Costs

Required Documents: To register a Nepalese Pvt Ltd, prepare the following (at minimum):

• Application form (OCR format) and name approval notice.

• Signed MOA and AOA (company charter documents).

• Citizenship certificates (Nepalese) or passports (foreigners) of all shareholders.

• Photo ID (government-issued) of all directors.

• Signed shareholder/board consent forms and power of attorney if used.

• Memorandum of office address (lease or ownership proof).

• Passport-size photos of company promoters.

Foreign shareholders’ documents must be notarized or apostilled. All documents in English (or Nepali) are accepted, but a Nepali translation may be required for certain filings.

Government Fees: OCR charges are based on authorized capital. As of 2025, approximate fees are:

• Up to NPR 100,000: NPR 1,000

• NPR 100,001–500,000: NPR 4,500

• NPR 500,001–2,500,000: NPR 9,500

• NPR 2,500,001–10,000,000: NPR 16,000

• Above NPR 10,000,000: add ~NPR 3,000 per additional ₹10M

Be aware of other costs: stamp duties for MOA/AOA (NPR 100 each on MOA/AOA), notary charges, and professional/legal fees if you hire consultants. The total cost of registration (govt fees + service charges) for a small company is often in the range of NPR 1,500–5,000, excluding any consultancy fees.

Timeline for Foreign Investors

Foreign companies face additional steps. Under Nepal’s Foreign Investment and Technology Transfer Act (FITTA) and Industrial Enterprises Act, major foreign investment typically requires approval from the Department of Industry (DOI) and/or Nepal Rastra Bank (NRB). This is separate from the OCR process. In practice, obtaining foreign investment approval before incorporation can take about 2–3 months for most projects. (If intergovernmental approvals are needed, it can extend up to 6 months.) Only after DOI/NRB clears the investment can you formally incorporate the company via OCR.

In summary, a foreign company should plan on:

• DOI/NRB approvals (2–3+ months)

• OCR registration (1–2 weeks)

Because of this, many foreign investors preliminarily complete the local board of directors setup, bank reference letters, and DOI applications in parallel with document preparation. Hiring an experienced firm can help navigate FITTA regulations and speed up approvals.

If you’re a foreign entity setting up a Nepal subsidiary, keep these in mind:

• Foreign-owned Pvt Ltd can have a single shareholder, simplifying the ownership structure.

• Some sectors have foreign equity caps (e.g., aviation, insurance, legal services), so check the current “negative list” under FITTA.

• All foreign investors receive the same legal protections as local companies, including land ownership rights and profit repatriation.

  Comparison: Standard domestic incorporation vs foreign-investor scenario

  Feature	Domestic (Nepali shareholders)	Foreign majority / foreign investor scenario
  Document complexity	Moderate	Higher – passports, investment approvals, parent-company resolutions
  Timeline	2-3 weeks typical	3-6 weeks or more, depending on approvals
  Capital scrutiny	Standard minimums	Possibly higher, depending on sector and FDI rules
  Post-registration risk	Lower	Higher – foreign investment rules, repatriation issues, licensing
  Speed advantage	Readily streamlined	Requires careful planning and monitoring

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  How to accelerate the timeline and ensure smooth registration

  • Pre-check each document against OCR’s checklist; avoid submission of incomplete sets

  • Use a local service partner experienced with foreign investor cases

  • Parallel-track tasks: e.g., while name reservation is pending, draft MOA/AOA and gather proof of office

  • Maintain open communication with OCR and follow-up frequently

  • For foreign investors: engage legal counsel early for FDI approvals, foreign exchange clearances, etc

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  Common exclusive topics for foreign companies to consider

  Local director requirement & control

  Although you may own 100% of shares as a foreign investor, you should check whether a local director is required or beneficial for banking/licensing relations.

  Foreign currency repatriation and capital management

  How will profits/dividends be repatriated? What foreign exchange rules apply? Planning ahead helps avoid surprises.

  Sector-specific licensing or restrictions

  Certain sectors (e.g., manufacturing of restricted goods, export of controlled items) require extra licences. These can add to your timeline and cost.

Avoiding Common Pitfalls

Many delays in company incorporation come from avoidable mistakes. Watch out for these common errors:

• Duplicate Name Requests: Ensure your chosen name isn’t already taken by searching the OCR database. Avoid generic or missing keywords.

• Incomplete Documentation: Missing signatures, stamps or unresolved pages can cause rejection. Triple-check that all forms are signed, dated, and notarized if required.

• Incorrect MOA/AOA Formatting: The MOA/AOA must follow OCR’s prescribed format. Using old templates or foreign versions can trigger corrections.

• Failure to Submit Originals: If you register online, you still must submit the original printed documents to the OCR. Neglecting this step will void the application.

• Ignoring OCR Queries: OCR may request clarifications via email. Respond promptly. Delays in replying to OCR’s questions will stall approval.

By preparing thoroughly and perhaps working with local advisors, you can minimize hiccups. Legal professionals can draft compliant MOA/AOA and handle OCR follow-up, often cutting weeks off the process.

Post-Registration Obligations

Once your Pvt Ltd is incorporated, the work isn’t over. Nepalese law requires several ongoing filings and registrations:

• Permanent Account Number (PAN): If not done already, obtain a PAN from the IRD within 15 days of incorporation.

• Local Ward Office Registration: Register your official address at the local ward office. Submit your Rental Agreement and the citizenship of the landlord.

• VAT/TDS Registration: If your turnover exceeds NPR 5 million, register for VAT within 20 days; otherwise, TDS registration may apply.

• Annual Filings: File annual returns and audited financial statements with OCR by the prescribed deadlines. The OCR charges NPR 100 as an annual renewal fee for Pvt Ltd companies.

• Statutory Books: Maintain registers of shareholders, directors, and resolutions at your registered office.

• Renewal of Licenses: Depending on business activities (e.g. tourism, education), secure industry-specific licenses and renew them annually.

Compliance is fairly straightforward for small companies, but missing deadlines can lead to penalties. For example, an NTN (Tax) certificate is mandatory from the first year. Because regulations change, many foreign firms hire local accountants or law firms to keep up with compliance after incorporation.

Frequently Asked Questions

Q: How long does it take to register a private limited company in Nepal?
A: Typically, about 7–10 working days for the OCR to review and approve the incorporation documents. An additional 2–3 days are needed for tax (PAN) registration. (Foreign investors should plan extra weeks for industry/DOI approvals.)

Q: Can foreign nationals register a private limited company in Nepal?
A: Yes. Nepal allows foreign investors to form private limited companies. Foreigners can hold up to 100% ownership (subject to sector restrictions) and even register a one-person company. Approval from the Department of Industry under FITTA is required for foreign equity.

Q: What is the minimum capital requirement for a private company in Nepal?
A: The minimum authorized capital is NPR 100,000 (about USD 780). Many small companies incorporate with exactly NPR 100,000 and issue shares accordingly to meet this requirement.

Q: How many shareholders are needed to form a private limited company?
A: At least two shareholders (individuals or entities) are required to register a private limited company in Nepal. These can be Nepali or foreign nationals. (Note: Public companies require at least seven promoters.)

Q: Can the company registration be done online in Nepal?
A: Yes. The process starts with name reservation and document submission via the Office of Company Registrar’s online portal. However, Nepal still mandates submission of signed paper copies to the OCR to finalize registration. 

Q: What documents are required for company registration?
A: Key documents include the signed MOA & AOA, citizenship certificates or passports of all shareholders, director consent letters, proof of registered address, and passport photos of promoters. Additional foreign investment approval documents are needed for 100% foreign-owned firms.

Understanding the full timeline for Nepal company registration is crucial. Generally, a domestic Pvt Ltd goes from application to certificate in 2–3 weeks. For foreign investors, you should budget at least 3–4 months total, considering industry approvals. Planning every stage, name approval, document prep, fee payments, and communication with OCR and the Department of Industry ensures a smoother process.

Ready to set up in Nepal? Don’t let bureaucratic delays stop your expansion. Our experts specialize in Nepal company registration and foreign investment approvals. Schedule a consultation today to clarify your specific timeline and requirements, and get professional assistance with your legal documents.