Most founders in Nepal register a private limited company through the Office of Company Registrar (OCR). The whole process is online, but it is easy to get the post-registration obligations wrong, so this guide covers both halves.
What you need before you start
A unique company name, in both Nepali and English
Your citizenship certificate (or passport)
A witness for the memorandum
A registered office address, with a rental agreement and the landlord's documents
An advocate (lawyer) to certify the memorandum and articles
Choose your structure
Structure
Shareholders
Paid-up capital
Notes
Private limited
1 to 50
No legal minimum
What most startups register
Public limited
7 or more
NPR 1 crore
Rarely worth it for a startup
How to register a company in Nepal | NepalStartups
Not-for-profit
5 or more
None
Cannot distribute profits
Foreign branch / liaison
—
—
Needs Department of Industry approval
A single shareholder can form a private company on their own. A single-shareholder company does not need an articles of association if the promoter accepts the prescribed format, and it is not required to hold any board or general meetings — every decision is made in writing. A private company can also start trading as soon as it receives its registration certificate; unlike a public company it does not need a separate licence to commence business.
The registration process
The OCR runs this through CAMIS (Company Administration Management Information System).
1. Reserve the name
Search your name in the CAMIS portal in both scripts. You will get one of three answers: available, available but similar to an existing company, or not available. A name is rejected if it is identical or deceptively similar to an existing company, or if it uses restricted words such as "Nepal", "National" or "Bank" without approval.
You have 90 days from approval to complete the registration, or the name is released.
2. Choose your objectives
Objectives are picked from a coded list of activities (NSIC classification), and each one can carry a written description. This is the part of the form that matters most: a vague objective gets queried, and a too-narrow one means an amendment filing every time you pivot.
3. Enter the capital structure
You declare three figures:
Authorised capital — the maximum the company may ever issue
Issued capital — what is actually issued (cannot exceed authorised)
Paid-up capital — what has been paid in
The registration fee is charged on authorised capital, not paid-up capital. This is the single most expensive misunderstanding in company formation. Declaring NPR 26 lakh costs NPR 16,000; declaring NPR 25 lakh costs NPR 9,500 — the same business, the same money actually invested, and the difference recurs every time you raise capital. Set your authorised capital at the top of a fee bracket, never one rupee over it.
4. Add shareholders, directors and the witness
Each shareholder is added with their identity documents. A witness is recorded for every promoter — name, address, signature and an uploaded ID document. A foreign shareholder cannot be typed in by hand: you look them up by their FDI number, so the foreign investment approval has to exist first. At least one director's phone number is verified with an OTP.
5. Generate and sign the documents
CAMIS generates the memorandum and articles from the data you entered, and lets you edit every section. Your lawyer certifies the result. The memorandum must name every promoter, state the number of shares each has undertaken to subscribe, and bear a witness signature. If the articles are silent, each promoter must subscribe at least 100 shares.
6. Submit and pay
Upload the documents, pay the fee, and submit. OCR registers the company within 15 days of a complete application. If you get a refusal, you receive the reasons in writing and can correct and resubmit.
What it costs
Registration fee, by authorised capital
Authorised capital (NPR)
Fee (NPR)
Up to 1,00,000
1,000
1,00,001 to 5,00,000
4,500
5,00,001 to 25,00,000
9,500
25,00,001 to 1,00,00,000
16,000
1,00,00,001 to 2,00,00,000
19,000
Above 10,00,00,000
30 per 1,00,000
Other government charges: name reservation, a certificate of the registration, PAN registration (NPR 500), and VAT registration (NPR 1,000) if you need it.
What you will actually spend
Item
Typical cost (NPR)
OCR registration fee
1,000
Lawyer — drafting and certifying the documents
5,000 to 20,000
Revenue stamp, notarisation, printing
1,000 to 3,000
Company seal and stationery
500 to 1,500
Local (ward) business registration
7,500 to 25,000
PAN and VAT registration
500 and 1,000
A realistic all-in budget for a private limited company is NPR 15,000 to 40,000, plus your rent and running costs.
After you are registered
Registration is not the end of it. A private company must file with OCR:
What
When
Auditor's name
Within 15 days of appointment
Return of share allotments
Within 30 days of the allotment
Share certificates to shareholders
Within 2 months of the allotment
Registered office address
Within 3 months of incorporation
Auditor-certified annual financial statements
Within 6 months of the end of the financial year
A private company does not have to hold an AGM unless its articles say so. It files the auditor-certified annual financial statement instead. If your paid-up capital or turnover reaches NPR 1 crore, you also need a directors' report, and you must file a return of the general meeting.
Other standing obligations:
A signboard in Nepali outside the registered office, showing the name and address
Accounts kept in Nepali or English, on double entry, in line with the prescribed accounting standards
Books kept at the registered office, and all cash above the amount the board specifies banked
Audit every year — this is not optional, and the auditor's report is a prerequisite for the annual filing
PAN before you start trading, and VAT once turnover passes NPR 30 lakh for services
Local registration
Register the business with the ward office of your municipality: business registration fee plus rental tax (usually 10% of the annual rent) and TDS on the rent. The certificate must be displayed at the business premises.
If you are not from Nepal
Foreign investors need approval from the Department of Industry (or the Investment Board Nepal) and the capital must come in through a banking channel. The minimum foreign investment is NPR 20 million, except in the IT sector, where no minimum applies. 100% foreign ownership is permitted in most sectors, and a foreign company can register a branch or liaison office instead.
The mistakes to avoid
Raising authorised capital "to look serious." You pay the higher fee, every time.
Narrow objectives. Amending them later is a special resolution, a fee and a filing.
Missing the annual filing. The fine starts at NPR 1,000 and escalates to NPR 20,000 a year, and the responsible director is personally liable.
Forgetting the registered office address. It is due within 3 months of incorporation.
Not setting up VAT. Crossing the threshold obliges you to register within 30 days.
Taking payments personally. Route everything through the company account.
