How to register a company in Nepal

Most startups in Nepal register a private limited company with the Office of the Company Registrar, known as the OCR. The process runs through the OCR online system and takes a few days to a few weeks in practice. This guide walks you through each step, from reserving the name to opening the bank account.

One honest note before we start. We are not lawyers, and a local CA or company lawyer makes this whole process painless and cheap.

Before you start, pick the structure

For almost every startup, the answer is a private limited company, written as Pvt. Ltd. It gives you limited liability, it can have one or more shareholders, and it is the structure investors and banks expect. A sole proprietorship is simpler if you are a one-person trade, but you carry all the liability personally. There is no legal wall between you and the business.

If you are reading a startup guide, you almost certainly want the Pvt. Ltd. The rest of this article assumes that.

Step 1. Reserve the company name

Registration starts on the OCR online portal. You create an account and propose a company name. The name needs a Nepali-language version too, so think about how your name reads in Devanagari before you file.

Approval takes a little time, sometimes a day, sometimes longer. Names get rejected more often than you would expect. Too similar to an existing company, too generic, or flagged for a restricted word. Have two or three alternatives ready so a rejection does not stall you for a week.

Step 2. Prepare the documents

Once the name is approved, you prepare the core paperwork. The main items are

• the memorandum of association, which states what the company does and its capital structure
• the articles of association, which set the internal rules
• citizenship certificate copies for each shareholder
• details of the registered office, meaning the address where the company officially sits

Templates for the memorandum and articles exist, and any CA or company lawyer has them ready. You do not need custom drafting for a standard startup. Pay attention to the objectives section, though. If it is too narrow, you may need an amendment later when the business shifts.

Step 3. Submit and pay the registration fee

You file everything through the OCR portal and pay the government registration fee. The fee scales with your authorized capital, which is the maximum share capital the company is allowed to issue.

This is the one place founders routinely overpay. Do not set a huge authorized capital you do not need. A large number does not make the company look more serious, it just raises your fee. Pick a modest figure that covers your near-term plans. You can increase it later. Fee amounts change from time to time, so check the current fee schedule on the OCR site before budgeting.

Step 4. Get the certificate of incorporation

After the OCR reviews your filing, you receive the certificate of incorporation. This is the document that proves the company legally exists. From this date the company is a separate legal person. It can sign contracts, own property, and open accounts in its own name.

Keep the certificate safe and keep digital copies. Banks, tax offices, and future investors will all ask for it.

Step 5. Register for PAN, and VAT if you need it

The company now exists, but it cannot operate or invoice without a Permanent Account Number, the PAN. You get it from the Inland Revenue Office. Bring the incorporation certificate, the company documents, and proof of the office address. Registration is usually quick.

VAT registration is a separate question. It becomes mandatory once your turnover crosses the legal thresholds, and it often makes sense earlier if you sell to VAT-registered customers who want VAT invoices. The thresholds change, so check where they currently sit before deciding. If you are a small services startup billing foreign clients, ask a CA whether VAT registration helps or hurts in your case.

Step 6. The local registrations

Two more registrations round things out. First, the ward office where your registered office sits expects a local business registration, and the small annual fee that goes with it. Second, some sectors need an industry-specific license, for example food, health, education, or financial services. Most software and services startups do not need one, but confirm for your sector before you start trading.

Step 7. Open the company bank account

Take the incorporation certificate, the PAN certificate, and a board minute authorizing the account to a bank of your choice. The bank will also want signatures and photos of the account operators.

Then follow one simple rule. Run all company money through this account from day one. Mixing personal and company funds is the fastest way to create audit problems and shareholder disputes later.

What it costs and how long it takes

We will not pretend to precise numbers, because fees change. But the honest ranges look like this. Government fees at a small authorized capital are modest, in the range of a few thousand rupees. Professional help from a CA or lawyer who handles the whole thing commonly costs a modest flat fee, and it is usually money well spent. End to end, when your documents are clean and the name clears on the first try, expect a few days to a few weeks.

After registration, don’t skip these

Registration is the start of your compliance calendar, not the end. Every year the company must file an annual return with the OCR, file its tax return, and complete an audit by a registered auditor. The audit applies to every Nepali company, even tiny ones with no revenue.

Missing filings stack up fines quietly. Nobody calls you. The penalties just accumulate until you try to change something at the OCR and discover the bill. Put the deadlines in your calendar in year one.

If your plan is global

If you plan to raise from US investors or sell to US customers under US contracts, you may end up pairing your Nepali company with a US parent. We cover that in how to register a US company from Nepal and in how to get funding for a Nepali startup.

Spotted something outdated or wrong in this guide? Email us at hello@nepalaccelerator.com and we will fix it.