Are you planning to start a business in Nepal? If so, you need to register your company with the office of the company registrar (OCR).
Registering a company can be a difficult task and time-consuming. If you are not familiar with the process then it can become a bad experience.
With the right guidance and knowledge then the process can become much easier.
In this article, you will find a step-by-step and detailed guide on how to register a company in Nepal. It includes all the necessary steps and requirements to make the process easier for you.
This guide is for anyone looking to start a business in Nepal, whether you are a local entrepreneur or a foreign investor.
It's designed to help you in navigating the problems of setting up a company and your presence in Nepal.
Table of Contents
- Types of Companies in Nepal
- Legal Requirements for Company Registration
- Documents Required for Company Registration
- Steps to Register a Company in Nepal
- Name Reservation
- Memorandum of Association (MOA) and Articles of Association (AOA)
- Issue Company Registration Certificate
- Tax Registration (PAN/VAT)
- Make a Company Stamp
- Open Company Bank Account
- Benefits of Company Registration
Nepal is a country that is growing fast. The government trying to attract foreign investment and encourage local entrepreneurship.
If you want to do business in Nepal, you have to register your company. It's required by law for all companies operating in Nepal.
The process includes a few steps and can take a few weeks to complete.
Types of Companies in Nepal
In Nepal, there are 3 types of companies that you can register. This is according to a law called the Companies Act, of 2063 (2006):
- Private Limited Company (PLC)
- Public Limited Company (LLC)
- Non-Profit Organizations (NGOs)
Legal Requirements for Company Registration
To register a company in Nepal, you must fulfill the following legal requirements:
- The company must have at least one director and shareholders.
- The shareholders must be over 18 years.
- The company must have a unique name.
Documents Required for Company Registration
To register a company in Nepal, the following documents are required:
- Company registration application form
- Memorandum of Association (MOA) and Articles of Association (AOA)
- Copy of citizenship or passport of shareholders and directors
- Copy of citizenship or passport of witnesses
- Lease agreement or land ownership certificate of the company's registered office
Steps to Register a Company in Nepal
The following are the steps to register a company in Nepal:
Step 1: Name Registration
The first step you need to do when registering your company is to choose a unique company name and reserve.
The unique company name means that the name cannot already be taken by another company.
To reserve a name for your company, you can visit the website www.ocr.gov.np. This will help you check if the name you want is available or not.
To learn how to check and reserve a company name, view this full article with a video tutorial: How to check the company name in Nepal
Step 2: Memorandum of Association (MOA) and Articles of Association (AOA)
After you have chosen a name for your company, the next step is to prepare two important documents: the Memorandum of Association (MOA) and the Articles of Association (AOA).
The MOA tells what your company will do, and the AOA tells how it will be managed and controlled.
Step 3: Issue Company Registration Certificate
After creating the necessary documents (application form, MOA, AOA, etc.), you need to register your company with OCR.
When your registration is approved, you have to pay a company registration fee to get your company registration certificate.
Step 4: Tax Registration (PAN/VAT)
Once you have your company registration certificate, the next step is to register for tax.
Nepal's tax system is regulated by the Internal Revenue Department (IRD). They collect and manage taxes.
To register for tax in Nepal, you will need to provide the following documents:
- A copy of your company registration certificate
- A copy of your company's memorandum and articles of association
- A copy of your PAN card
- A copy of your citizenship certificate or passport
- A copy of your rental agreement or ownership certificate for your business premises
Learn more about TAX:
Step 5: Make a Company Stamp
After getting a tax certificate, you need to create a company stamp.
This stamp represents your company and shows that it's legitimate.
It's important to follow OCR's guidelines when creating your stamp. The stamp can't be larger than 38mm x 38mm and must include the company's name and registration number.
Step 6: Open Company Bank Account
The last step in registering a company in Nepal is to open a company bank account.
This is important because it helps you manage your company's finances, pay taxes, and receive payments from clients.
Documents required to open a company bank account:
- Company Registration Certificate and Pan/Vat.
- Memorandum and Articles of Association.
- Detailed information about directors, management committees, and their officials such as account operators.
- Copy of citizenship certificate or passport.
- Photograph of shareholders holding 10% and above shares.
- Last fiscal year's audited financial report and tax clearance certificate.
- In case of a change of address from the initial registered, a copy of the same is.
- Also, the bank may need other documents.
Benefits of Company Registration in Nepal
Registering a company has many advantages for both entrepreneurs and the country's economy.
Here are some of the key benefits of company registration in Nepal:
- Legal Recognition and Protection: Registering a company provides legal recognition and protection in case of disputes or issues.
- Brand Protection: A registered company can protect its brand by preventing others from using its business name and logo.
- Access to Funding: Registered companies have greater access to funding options such as loans and investments.
- Tax Benefits: Registered companies are eligible for tax benefits and exemptions, which can save them money and improve their financial position.
- Credibility: A registered company is perceived as trustworthy and credible by customers, suppliers, and partners, leading to increased opportunities for growth and success.
- Limited Liability: Registering a company provides limited liability protection, preventing personal financial losses for the owners.
- Perpetual Existence: A registered company enjoys perpetual existence, meaning it can continue to operate even if the original owners pass away or leave.
Frequently Asked Questions
Is the company registration process completely online in Nepal?
The company registration process in Nepal is not completely online. While some aspects of the process, such as checking the availability of company names, can be done online.
How many days does it take to register a company in Nepal?
Registering a company in Nepal usually takes 5 to 7 working days. But, if you live outside Nepal, it may take longer.
The extra steps involved in signing and sending the required documents.
What is the minimum amount of capital required to start a company in Nepal?
TTo register a private limited company in Nepal, you need a minimum authorized share capital of NPR 100,000 (around USD 764).
For a public limited company, the minimum amount is NPR 1,00,00,000 (around USD 76,436).
What happens if my company name is already taken?
If your company name is already taken, you cannot use it to register your company. You should have to choose a unique name for your company.
How much does it cost to register company in Nepal?
To register a private limited company in Nepal, you need to have a minimum share capital of NPR 1,00,000 and pay a registration fee of NPR 1,000.
On the other hand, for a public limited company, the minimum share capital required is NPR 1,00,00,000 and the registration fee is NPR 15,000.
Here is a full list of the fees for company registration.
Can foreigners register a company in Nepal?
Yes, foreigners can register a company in Nepal.
What are the requirements for a foreigner to register a company in Nepal?
To register a company in Nepal as a foreigner, you'll need a passport, visa, and business plan. You must also appoint at least one Nepalese citizen as a director.
What types of companies can foreigners register in Nepal?
Foreigners can register various types of companies in Nepal, including private limited companies, public limited companies, joint venture companies, and branch offices.
Do foreigners need a local partner to register a company in Nepal?
Yes, foreigners must appoint at least one Nepalese citizen as a director. However, the local partner does not need to contribute to the capital of the company.