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.
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.
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.
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.
If you are a foreign company looking to start a business in Nepal, you must register with OCR if you are establishing:
A Private Limited Company
A Public Limited Company
A Branch Office
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.
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.
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
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
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
Many foreign companies assume OCR is the only authority. In reality, OCR is just one part of a multi-agency process.
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.
Here is the simplified process foreign companies follow.
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.
Documents typically include:
Memorandum of Association
Articles of Association
Shareholder and director details
Registered office address
Foreign parent documents (if applicable)
OCR operates an electronic filing system. Once submitted, documents are reviewed for compliance with the Companies Act.
Upon approval, OCR issues a Certificate of Incorporation. Your company legally exists from this date.
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 fees depend on authorized capital size. Higher capital attracts higher registration fees.
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.
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.
| Authority | Role | Why It Matters |
|---|---|---|
| OCR | Company incorporation | Legal existence |
| Department of Industry | FDI approval | Investment legality |
| Nepal Rastra Bank | FX approvals | Capital inflow and repatriation |
| Inland Revenue | Tax registration | PAN, VAT |
| Labor Office | Employment compliance | Legal hiring |
This table highlights why OCR is essential but not sufficient on its own.
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.
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.
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.
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.
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.
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.
Yes. Any company structure used by foreigners must be incorporated with OCR to legally operate in Nepal.
Costs depend on authorized capital. OCR fees increase as declared capital rises. Advisory and compliance costs are additional.
Yes. Registration can be handled remotely through authorized representatives, provided documents are properly notarized.
Typically 3 to 7 working days once complete documents are submitted correctly.
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.
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.