Where to Register Your Business in Nepal: OCR Explained

If you plan to start a business in Nepal, the very first legal question is simple but critical. Where do you register your company?
For foreign companies, the answer almost always begins with one institution: the Office of Company Registrar (OCR).

Yet many investors confuse OCR with other authorities. Some register in the wrong place. Others delay operations by months due to avoidable compliance errors. This guide explains exactly where to register your business in Nepal, what OCR does, how it fits into the wider regulatory ecosystem, and how foreign companies can register smoothly.

This is a practical, step-by-step, legally grounded explanation designed for founders, CFOs, and expansion leaders.

What Does “Registering a Business in Nepal” Actually Mean?

When you start a business in Nepal, registration is not a single action. It is a sequence of legal registrations with different authorities, depending on your structure and activities.

At a high level, business registration in Nepal involves:

• Entity incorporation (company existence)

• Investment approval (for foreign capital)

• Tax and labor compliance

• Sector-specific licenses (if applicable)

The OCR handles only one part of this system, but it is the foundation.

What Is the Office of Company Registrar (OCR) in Nepal?

The Office of Company Registrar is the government authority responsible for incorporating and maintaining companies in Nepal.

It operates under the Ministry of Industry, Commerce and Supplies and administers company formation under the Companies Act 2006.

In simple terms

OCR is Nepal’s equivalent of:

• Companies House (UK)

• ASIC (Australia)

• Secretary of State business registry (US)

Without OCR registration, your company does not legally exist.

Which Businesses Must Register with OCR?

If you are a foreign company looking to start a business in Nepal, you must register with OCR if you are establishing:

1. A Private Limited Company

2. A Public Limited Company

3. A Branch Office

4. A Liaison (Representative) Office

Sole proprietorships and partnerships are registered at local government offices, not OCR. However, foreigners are generally not permitted to operate sole proprietorships in Nepal.

Why OCR Registration Is Mandatory for Foreign Companies

Foreign investors cannot skip OCR registration. It is required to:

• Obtain a legal personality in Nepal

• Open a corporate bank account

• Apply for FDI approval

• Hire employees legally

• Enter enforceable contracts

• Repatriate profits

Without OCR registration, your operation is considered informal and non-compliant.

Business Structures Foreigners Can Register at OCR

1. Private Limited Company (Most Common)

This is the preferred structure for foreign investors planning long-term operations.

Key features:

• Separate legal entity

• 100 percent foreign ownership allowed in most sectors

• Eligible for FDI approval

• Can generate revenue locally

2. Branch Office

A branch is an extension of a foreign parent company.

Key features:

• No separate legal personality

• Activities limited to parent-approved scope

• Often used for project-based work

3. Liaison Office

A liaison office is for market research and coordination only.

Key features:

• No revenue generation allowed

• Limited staff and expenses

• Often a pre-FDI entry step

Where OCR Fits in the Overall Registration Ecosystem

Many foreign companies assume OCR is the only authority. In reality, OCR is just one part of a multi-agency process.

Key authorities involved

• OCR – company incorporation

• Department of Industry – FDI processing

• Nepal Rastra Bank – foreign currency approvals

• Inland Revenue Office – PAN and VAT

• Department of Labor – employment compliance

Understanding this sequence prevents delays.

Step-by-Step: How to Register with OCR in Nepal

Here is the simplified process foreign companies follow.

Step 1: Name Reservation

You apply to OCR to reserve a company name. The name must:

• Be unique

• Not infringe trademarks

• Reflect permitted activities

Approval usually takes 1 to 3 working days.

Step 2: Prepare Incorporation Documents

Documents typically include:

• Memorandum of Association

• Articles of Association

• Shareholder and director details

• Registered office address

• Foreign parent documents (if applicable)

Step 3: Submit Online Application to OCR

OCR operates an electronic filing system. Once submitted, documents are reviewed for compliance with the Companies Act.

Step 4: Receive Certificate of Incorporation

Upon approval, OCR issues a Certificate of Incorporation. Your company legally exists from this date.

Documents Required by OCR for Foreign Companies

Foreign-owned entities require additional documentation.

Typical OCR requirements include:

• Parent company certificate of incorporation

• Board resolution approving Nepal investment

• Passport copies of directors

• Local office lease agreement

• Authorized capital declaration

All foreign documents must be notarized and, in some cases, consularized.

OCR Registration Fees and Capital Requirements

Registration fees

OCR fees depend on authorized capital size. Higher capital attracts higher registration fees.

Minimum capital for foreigners

Under the Foreign Investment and Technology Transfer Act 2019, the general minimum foreign investment threshold is:

• NPR 20 million (subject to sector and structure)

This capital must be declared during OCR registration and later injected through approved banking channels.

How Long Does OCR Registration Take?

For foreign companies, OCR registration usually takes:

• 3 to 7 working days once documents are complete

Delays typically occur due to:

• Inconsistent shareholder information

• Incorrect object clauses

• Missing notarization

Preparation matters more than speed.

OCR vs DOI vs NRB: Who Does What?

This table highlights why OCR is essential but not sufficient on its own.

Common Mistakes Foreign Companies Make at OCR

Many first-time investors make avoidable errors.

Common OCR mistakes include:

• Registering before FDI approval planning

• Using overly broad business objectives

• Selecting the wrong entity type

• Underestimating capital requirements

• Ignoring post-registration compliance

These mistakes often increase cost and delay market entry.

Can You Register Online with OCR from Abroad?

Yes. OCR filings are digital. However:

• Documents must still meet notarization standards

• Local coordination is required

• Post-registration steps require in-country execution

Most foreign companies appoint a local advisor to manage this process.

After OCR Registration: What Comes Next?

OCR registration is only the beginning.

Post-OCR steps include:

• FDI approval processing

• Bank account opening

• Capital injection

• PAN and VAT registration

• Employment and SSF registration

• Industry-specific licensing

Skipping these steps can invalidate your operations.

When OCR Is Not the Right Entry Model

In some cases, OCR registration may not be the best first step.

Alternatives include:

• Employer of Record (EOR)

• Project-based outsourcing

• Market testing via liaison office

Choosing the right model depends on timeline, budget, and risk tolerance.

Why Foreign Companies Use Local Experts for OCR Registration

Nepal’s company law is principle-based but procedural in practice.

Local experts help with:

• Structuring compliant objectives

• Aligning OCR with FDI strategy

• Preventing regulatory conflict

• Accelerating approvals

This reduces long-term legal exposure.

Frequently Asked Questions (People Also Ask)

1. Where do foreigners register a company in Nepal?

Foreigners register companies with the Office of Company Registrar. Additional approvals from the Department of Industry and Nepal Rastra Bank are required for foreign investment.

2. Is OCR registration mandatory to start a business in Nepal?

Yes. Any company structure used by foreigners must be incorporated with OCR to legally operate in Nepal.

3. How much does it cost to register a company with OCR?

Costs depend on authorized capital. OCR fees increase as declared capital rises. Advisory and compliance costs are additional.

4. Can a foreigner register a company in Nepal without visiting?

Yes. Registration can be handled remotely through authorized representatives, provided documents are properly notarized.

5. How long does OCR registration take for foreign companies?

Typically 3 to 7 working days once complete documents are submitted correctly.

Conclusion: Start a Business in Nepal the Right Way

To start a business in Nepal, you must begin with the Office of Company Registrar. OCR is the legal foundation of your presence, but it works within a broader regulatory framework that foreign companies must understand.

Registering correctly at OCR saves time, protects your investment, and sets up smooth FDI, banking, and hiring processes.

Call to Action

Planning to start a business in Nepal as a foreign company?
Speak with a Nepal market-entry specialist to structure your OCR registration, FDI approval, and compliance roadmap correctly from day one.

Book a consultation or request a registration checklist today.