This is a complete, updated guide to registering a private limited company in Nepal – including the step-by-step online process through the OCR portal, current government fee structure, required documents, post-registration obligations, and a sample Prabandha Patra (Memorandum of Association) format.
Company Registration in Nepal – Quick Overview
- Governing authority: Office of the Company Registrar (OCR), Ministry of Industry, Commerce and Supplies
- OCR official portal: www.ocr.gov.np
- Process: Fully online through the OCR portal
- Governing law: Companies Act 2063 (as amended)
- Time to complete: 7–15 working days (if documents are complete)
- Minimum fee: NPR 1,000 (private company, authorized capital up to NPR 1,00,000)
- Minimum authorized capital (private): NPR 1,00,000 (though OCR accepts lower capital – see fees section)
Types of Companies in Nepal
| Basis | Private Limited Company | Public Limited Company |
| Minimum shareholders | 1 | 7 |
| Maximum shareholders | 101 | No limit |
| Minimum authorized capital | NPR 1,00,000 (recommended) | NPR 1,00,00,000 (NPR 1 crore) |
| Minimum directors | 1 | 3 |
| Company Secretary | Optional | Mandatory |
| Share transfer | Only to existing shareholders | Freely transferable |
| Public share offering | Not permitted | Permitted |
| General Assembly | Per Articles | Mandatory annually |
This guide focuses on private limited company registration – the most common company type for entrepreneurs and small to medium businesses in Nepal.
Documents Required for Private Company Registration in Nepal
- Application form as per Anusuchi 1 of the Companies Act (with NPR 5 revenue stamp)
- Two copies of Prabandha Patra (Memorandum of Association)
- Two copies of Niyamawali (Articles of Association)
- Mutual agreement among shareholders (if applicable)
- Attested copies of citizenship certificates of all founder shareholders
- National ID card numbers of all Nepali shareholders (mandatory as per updated Companies Act)
- Passport-size photographs of all directors
- Proposed company name (submit 3 alternatives for name availability check)
- Proof of registered office address (rental agreement or ownership document)
- For foreign directors: valid visa and relevant approvals
Company Registration Fee in Nepal (2025 – Updated)
Government registration fees are based on the proposed authorized capital of the company, as set by OCR under the Companies Act 2063.
Private Limited Company Registration Fees
| Authorized Capital (NPR) | Registration Fee (NPR) | Publication Fee (NPR) | Total Government Fee (NPR) |
| Up to 1,00,000 | 1,000 | 500 | 1,500 |
| 1,00,001 – 5,00,000 | 2,000 | 500 | 2,500 |
| 5,00,001 – 10,00,000 | 3,000 | 500 | 3,500 |
| 10,00,001 – 50,00,000 | 5,000 | 500 | 5,500 |
| 50,00,001 – 1,00,00,000 | 10,000 | 500 | 10,500 |
| Above 1,00,00,000 | 0.1% of authorized capital | 500 | Variable |
Public Limited Company Registration Fees
| Authorized Capital (NPR) | Registration Fee (NPR) | Publication Fee (NPR) |
| Up to 10,00,000 | 5,000 | 1,000 |
| 10,00,001 – 1,00,00,000 | 10,000 | 1,000 |
| 1,00,00,001 – 5,00,00,000 | 25,000 | 1,000 |
| 5,00,00,001 – 10,00,00,000 | 50,000 | 1,000 |
| Above 10,00,00,000 | Variable (per crore basis) | 1,000 |
Fees are paid online through the OCR portal (ocr.gov.np) during the registration process. For fees up to NPR 5,000, payment can be made directly at the OCR accounts section. For fees above NPR 5,000, deposit into the Rajaswa account at Nepal Rastra Bank (Banking Office, Thapathali) or any NRB-permitted commercial bank, then submit two copies of the voucher to OCR.
Note on minimum capital: While NPR 1,00,000 is the standard recommended minimum authorized capital for a private company, OCR technically accepts registration with lower authorized capital. In practice, most consultants recommend NPR 1,00,000 as it avoids complications with PAN registration and bank account opening.
Step-by-Step Company Registration Process in Nepal (Online via OCR Portal)
- Name reservation: Log in to the OCR portal at ocr.gov.np. Submit three alternative proposed company names for availability check. OCR approves one name – the approved name is reserved for 35 days.
- Prepare documents: Draft the Prabandha Patra (Memorandum of Association) and Niyamawali (Articles of Association). Collect citizenship certificate copies and photographs of all shareholders and directors.
- Online application: Fill the company registration application form on the OCR portal. Upload all required documents in the specified format (PDF/JPEG). Enter details of shareholders, directors, registered office address, and authorized capital.
- Pay registration fee: Pay the applicable government fee online through the OCR portal’s payment gateway, or via bank voucher for fees above NPR 5,000.
- OCR verification: OCR reviews the application and documents. If any document is incomplete or incorrect, OCR sends a correction notice – respond within the specified time.
- Certificate of Incorporation issued: Upon approval, OCR issues the Certificate of Incorporation digitally. This is the official registration certificate and gives the company its legal identity.
- PAN registration: Apply for a Permanent Account Number (PAN) at the Inland Revenue Department (IRD) using the Certificate of Incorporation. PAN is mandatory for all registered companies.
- VAT registration (if applicable): Register for VAT at the IRD if the company’s annual turnover is expected to exceed NPR 50,00,000, or if operating in sectors where VAT registration is mandatory regardless of turnover.
- Local business registration: Register at the relevant ward office or municipality for local business operation approval.
- Industry-specific licenses: Apply for any sector-specific licenses required – tourism (Department of Tourism), healthcare (Department of Health Services), manufacturing (Department of Industry), etc.
Prabandha Patra – What It Is and Sample Format
The Prabandha Patra is the Memorandum of Association of a company – one of the two foundational constitutional documents required for company registration in Nepal (the other being the Niyamawali/Articles of Association). It defines the company’s name, registered office, objectives, authorized capital, and liability of shareholders.
Prabandha Patra Sample – Private Limited Company
The following is a standard format for a Prabandha Patra for a private limited company under Nepal’s Companies Act 2063. Adapt the fields in brackets to your specific company details.
PRABANDHA PATRA
(Memorandum of Association)
[COMPANY NAME] PRIVATE LIMITED
Prepared under Section 11 of the Companies Act, 2063 (2006)
1. NAME OF THE COMPANY
The name of the company shall be: [COMPANY NAME] PRIVATE LIMITED
2. REGISTERED OFFICE
The registered office of the company shall be located at:
[Ward No.], [Municipality/Metropolitan City], [District], Nepal.
3. OBJECTIVES OF THE COMPANY
The main objectives for which the company is established are as follows:
a) To carry on the business of [describe primary business activity – e.g.,
information technology services, trading of goods, consultancy services, etc.]
b) To carry on any other business that is incidental or conducive to the
attainment of the above objectives.
c) To do all such other lawful acts and things as are incidental or conducive
to the attainment of the above objectives.
4. AUTHORIZED CAPITAL
The authorized capital of the company shall be NPR [AMOUNT IN FIGURES]
(Nepali Rupees [AMOUNT IN WORDS]) divided into [NUMBER OF SHARES] shares
of NPR [FACE VALUE PER SHARE] each.
5. PAID-UP CAPITAL
The paid-up capital of the company shall be NPR [AMOUNT] consisting of
[NUMBER] shares of NPR [FACE VALUE] each, fully paid up.
6. SHAREHOLDERS
The shareholders of the company and the number of shares subscribed by each
are as follows:
S.N. | Name | Address | Citizenship No. | Shares | Amount (NPR)
—–|——————|—————-|—————–|——–|————-
1. | [Full Name] | [Address] | [Citizenship No]| [No.] | [Amount]
2. | [Full Name] | [Address] | [Citizenship No]| [No.] | [Amount]
7. LIABILITY OF SHAREHOLDERS
The liability of the shareholders of the company shall be limited to the
amount of shares subscribed by each shareholder.
8. PRIVATE COMPANY DECLARATION
This company is a private limited company. The company shall not invite the
general public to subscribe for any shares or debentures of the company. The
right to transfer shares is restricted as provided in the Niyamawali
(Articles of Association).
We, the persons whose names and addresses are subscribed below, are desirous
of forming a company in pursuance of this Prabandha Patra and we respectively
agree to subscribe the number of shares set opposite our respective names.
Signed this [DATE] day of [MONTH], [YEAR BS].
1. [Full Name], [Address] – [Signature]
2. [Full Name], [Address] – [Signature]
Witness:
1. [Full Name], [Address], Citizenship No: [No.] – [Signature]
2. [Full Name], [Address], Citizenship No: [No.] – [Signature]
Important notes on Prabandha Patra:
- Two printed copies must be submitted to OCR – both signed by all shareholders
- The objectives clause should be specific enough to cover your business but broad enough to allow future expansion – overly narrow objectives create problems later when the business diversifies
- The face value per share is typically NPR 100 or NPR 1,000 in Nepal – choose based on your authorized capital and number of shares
- For companies with foreign shareholders, additional provisions on foreign investment and NRB approval may be required
- It is advisable to have a lawyer or registered company consultant review your Prabandha Patra before submission
Post-Registration Obligations
After receiving the Certificate of Incorporation, a private limited company in Nepal must comply with the following:
Within 3 Months of Registration
- Notify the OCR of the registered office address with full details – registration number, company name, and physical address
- Open a company bank account in the company’s name
- Complete PAN and VAT registration at the IRD
Annually
- Annual Return: File the annual return with OCR within 6 months of the fiscal year end (i.e., by Poush of each year for the Shrawan–Ashadh fiscal year)
- Financial Statements: Prepare and submit audited financial statements to OCR annually
- Tax filing: File income tax return with IRD by the due date (Poush end for most companies)
- Renewal: Renew business registration at the ward office/municipality annually
Penalties for Non-Compliance
- Late filing of annual return: NPR 10,000 fine plus NPR 1,000 per day for continued non-compliance
- Failure to hold required meetings: penalties per Companies Act 2063
- Non-filing of tax returns: penalties and interest under Income Tax Act 2058
Other Post-Registration Requirements
- Labour registration: Register with the Department of Labour if employing staff – mandatory for formal employment contracts and social security contributions
- Social Security Fund (SSF): Enroll employees in SSF (formerly Employees’ Provident Fund system) – mandatory for all companies with paid employees
- Karobari Anumati Patra: Obtain business operation permission from the relevant local government (ward/municipality)
- Sector-specific compliance: Depending on business type, additional licenses from Department of Tourism, Department of Industry, Nepal Rastra Bank, Insurance Board, or other regulatory bodies may be required
Prabandha Patra in Nepali – Key Sections
If you need the Prabandha Patra drafted in Nepali language, the structure remains the same but the headings and content are in Nepali. The key sections in Nepali are:
- कम्पनीको नाम (Company Name)
- दर्ता भएको कार्यालय (Registered Office)
- उद्देश्यहरू (Objectives)
- अधिकृत पूँजी (Authorized Capital)
- चुक्ता पूँजी (Paid-up Capital)
- शेयरधनीहरूको विवरण (Details of Shareholders)
- शेयरधनीहरूको दायित्व (Liability of Shareholders)
- निजी कम्पनीको घोषणा (Private Company Declaration)
OCR accepts Prabandha Patra in either Nepali or English. Most legal consultants in Nepal draft it in Nepali for OCR submission.
How to Check If a Company Is Registered in Nepal
To verify whether a company is registered with the OCR:
- Visit www.ocr.gov.np
- Use the company search feature – search by company name or registration number
- The search returns the company’s registration status, registered office, directors, and other public details
Frequently Asked Questions
What is the company registration fee in Nepal?
Government registration fees for a private limited company in Nepal range from NPR 1,500 (authorized capital up to NPR 1,00,000) to NPR 10,500 (authorized capital up to NPR 1,00,00,000). The fee includes the OCR registration fee plus a publication fee of NPR 500. For higher capital, the fee is 0.1% of authorized capital plus publication fee. Public company fees are higher – starting at NPR 6,000 for capital up to NPR 10,00,000.
What is Prabandha Patra in Nepal?
Prabandha Patra is the Memorandum of Association – one of two constitutional documents required for company registration in Nepal (the other is the Niyamawali/Articles of Association). It defines the company’s name, registered office, business objectives, authorized capital, shareholder details, and the liability of shareholders. Two signed copies must be submitted to the OCR during registration.
How long does company registration take in Nepal?
Company registration in Nepal typically takes 7–15 working days if all documents are complete and correct. Name reservation takes 1–3 days. If OCR requests document corrections, the process can extend further. The entire process is now online through the OCR portal at ocr.gov.np.
What is the minimum capital for company registration in Nepal?
The standard minimum authorized capital for a private limited company in Nepal is NPR 1,00,000. However, OCR does not reject a company solely due to low authorized capital – registration with lower capital is technically possible. For practical purposes (bank account opening, PAN registration, investor confidence), NPR 1,00,000 is the recommended minimum.
Can a single person register a company in Nepal?
Yes. Under the Companies Act 2063, a private limited company can be registered with just one shareholder and one director. This is called a single-member company and is fully valid under Nepali law.
What is the difference between Prabandha Patra and Niyamawali?
The Prabandha Patra (Memorandum of Association) defines what the company is – its name, objectives, authorized capital, and shareholders. The Niyamawali (Articles of Association) defines how the company operates internally – rules for meetings, share transfers, appointment of directors, and internal governance. Both are mandatory for company registration and both must be submitted to OCR.
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