Choosing between a private vs public company in Nepal is one of the first and most strategic decisions foreign investors must make. The choice affects ownership rules, capital requirements, compliance burden, and long-term scalability. At the heart of this decision is the Office of Company Registrar (OCR), the authority that governs incorporation, records, and corporate compliance in Nepal.
This guide explains how the OCR functions, how it treats private and public companies differently, and what foreign companies need to know to enter Nepal confidently and compliantly.
The Office of Company Registrar operates under the Ministry of Industry, Commerce and Supplies and is established by the Companies Act 2006.
Its core mandate is to regulate the life cycle of companies in Nepal, from incorporation to dissolution.
Register and incorporate companies
Maintain public corporate records
Enforce statutory compliance
Approve structural changes
Protect shareholders and creditors
For foreign companies, the OCR is the first legal gateway into Nepal’s corporate ecosystem.
Foreign investors often focus on tax or labour law first. In Nepal, corporate form and OCR compliance come first.
The OCR determines:
Whether your company can legally exist
How ownership is structured
What disclosures are mandatory
How flexible future fundraising will be
Without OCR approval, no bank account, no tax registration, and no lawful operation is possible.
Under Nepalese law, companies are broadly classified into private and public companies.
| Criteria | Private Company | Public Company |
|---|---|---|
| Minimum shareholders | 1 | 7 |
| Maximum shareholders | 101 | No limit |
| Public share issue | Not allowed | Allowed |
| Minimum paid-up capital | NPR 100,000 | NPR 10,000,000 |
| Compliance intensity | Moderate | High |
| OCR scrutiny | Standard | Enhanced |
This distinction directly shapes how the OCR supervises your company.
Private companies are the preferred entry vehicle for foreign investors.
Name reservation and approval
Incorporation certificate issuance
Memorandum and Articles vetting
Director and shareholder registry
Annual compliance monitoring
Faster incorporation
Fewer disclosure obligations
Flexible ownership structures
Lower compliance cost
Most foreign subsidiaries, tech startups, and service companies choose this route.
Public companies are designed for large-scale capital mobilization.
Prospectus approval
Capital structure vetting
Share allotment monitoring
Ongoing disclosure checks
Coordination with SEBON
Public companies face continuous OCR scrutiny, not just annual filings.
The incorporation process is standardized but precise.
Name reservation
Document submission
Capital verification
Registration approval
Certificate issuance
Any inconsistency results in rejection or delay.
Foreign companies often underestimate documentation depth.
Shareholding structure clarity
Foreign investment disclosures
Object clause wording
Director eligibility
Capital source declaration
OCR applies strict scrutiny where foreign ownership is involved.
OCR does not operate in isolation. It coordinates closely with:
Department of Industry
Nepal Rastra Bank
Foreign companies must align OCR filings with approvals under the Foreign Investment and Technology Transfer Act 2019.
Mismatch between OCR and DOI filings is a common rejection cause.
From the OCR’s regulatory lens:
Private companies are operational entities
Public companies are systemic financial actors
This explains the higher compliance threshold for public companies.
Once incorporated, OCR oversight continues.
Annual return
Financial statements
Shareholder updates
Director disclosures
Failure triggers penalties and potential strike-off.
OCR has statutory authority to enforce compliance.
Late filing fines
Registration suspension
Director disqualification
Company dissolution
Foreign companies are not exempt from enforcement actions.
Public company registration makes sense when:
Large capital raising is planned
Local public shareholding is required
Regulated sector demands it
IPO is a future goal
For most foreign entrants, this stage comes later, not at entry.
| Factor | Private Company | Public Company |
|---|---|---|
| OCR approval time | Faster | Slower |
| Foreign ownership | Flexible | Regulated |
| Compliance cost | Lower | Higher |
| Audit burden | Standard | Enhanced |
| Expansion flexibility | High | Medium |
This is why over 90% of foreign companies register as private entities initially.
Avoid these frequent errors:
Overly broad object clauses
Misaligned capital figures
Incorrect director residency assumptions
Ignoring annual filing deadlines
Each mistake leads to OCR delays or penalties.
To stay compliant:
Align OCR, DOI, and NRB filings
Use clear corporate structures
Plan capital realistically
Maintain annual compliance calendars
Professional advisory support significantly reduces risk.
OCR is not just a registry. It is a gatekeeper of corporate governance.
For foreign investors, understanding OCR’s mindset is as important as understanding tax law.
Choosing between a private vs public company in Nepal is more than a structural decision. It defines how the Office of Company Registrar in Nepal will regulate, monitor, and interact with your business.
For most foreign companies, a private company structure offers speed, flexibility, and lower compliance. Public companies serve long-term capital and market ambitions but demand higher regulatory discipline.
Understanding OCR functions early saves time, money, and regulatory risk.
Yes. Without OCR registration, a company cannot legally exist or operate in Nepal.
Yes, but it requires higher capital, additional approvals, and stricter OCR scrutiny.
Private companies usually take 7–15 working days if documents are complete.
Yes. Branches and liaison offices are also registered and monitored by OCR.
Yes. OCR allows conversion subject to capital, compliance, and approval requirements.