Private Company Registration in Nepal starts with registering at the Office of Company Registrar, followed by obtaining PAN Registration and Local Ward Office Registration. Depending on the company’s objectives, additional licenses, approvals, and registrations may be required.
Documents Required for Private Company Registration in Nepal:
- Application: As per the specified schedule.
- Shareholder Documentation:
- For individual shareholders: Follow Schedule 9.
- For private companies: Follow Schedule 10, including 2 management papers.
- Company Type Documentation:
- Private Limited Company: Follow Schedule 14.
- Public Limited Company: Follow Schedule 15.
- Non-Profit Company: Follow Schedule 16, including 2 manuals (Niyamawali).
- Identification: Certified copy of the founder shareholder’s citizenship card.
- Unanimous Contract: If applicable for a private limited company, include a photocopy.
- Pre-Acceptance or License: If required, fulfill these requirements.
- Legal Person Documentation:
- If the founder is a legal person of a Nepali company: Include a photocopy of the company certificate.
- For new company establishment: Detail the investment amount and process, include the representative’s name, photocopy of the director committee’s decision, and the representative’s citizenship card.
Number of Promoters/Shareholders
- Private Limited Companies: Minimum of one shareholder, with a maximum of 101 shareholders.
Minimum Capital for a Private Company in Nepal:
- The minimum authorized capital for company registration is NPR 1,00,000/-, with a starting registration fee of NPR 4,500/-.
Minimum Capital Requirements
- Private Limited Companies: Minimum paid-up capital requirement is NPR 100,000.
Process of Private Company Registration in Nepal
Company Register Office has recently started online register. You can go through website of Company Register Office for details.
Online Name Check:
- Visit the Company Register Office website (www.ocr.gov.np) to check if the company name is available.
- Follow the process to create an account, log in, and submit a name reservation request.
Manual Preparation:
- Once the name is approved, prepare the required manual and EC letter.
- Scan the documents and the founder’s citizenship card.
Document Upload:
- Upload all scanned documents in PDF format to the Company Register Office website.
- You will receive a verification email.
Non-Profit Company Field:
If registering a non-profit company, go to the specific field of the chief.
Payment of Revenue:
Deposit the required revenue to the specified bank and submit the voucher to the Company Registration Office.
Alternatively, use the connecters online payment option if available.
Note: As of the 2080/81 update, there is no need to pay rajaswa to register a company.
Final Registration:
Show the payment receipt to complete the registration process with the stamp and signature of the relevant staff and officers.
Foreign Ownership of a Company in Nepal:
- Foreign nationals can own a company in Nepal by investing a minimum of NPR 20 million in Foreign Direct Investment (FDI). This requires approval from the Department of Industry (DOI) and Nepal Rastra Bank.
Requirement of a Lawyer for Company Registration:
- A lawyer is necessary for drafting the Articles of Association and Memorandum of Association.
PAN Registration
The Permanent Account Number (PAN) is a unique identification number issued by the Inland Revenue Department (IRD). Registration can be completed through the online application at the IRD Portal. Along with the submission of the company registration certificate, verification is conducted, and the PAN Certificate is issued within 3-5 working days.
Ward Registration
Local Ward Registration requires a Rental Agreement and the Citizenship Certificate of the lessor or landlord. An application must be submitted to the ward office where the company is located, along with the PAN Certificate and Company Registration documents. An additional fee must be paid for Local Ward Registration.
Share Registry
Although not mandatory, the Share Registry is required for banking purposes. It should include:
- Names and addresses of all shareholders
- Number and class of shares held by each shareholder
- Date of share issuance or transfer
The initial share registry should be set up immediately after company registration.
What can be changed after Company Registration?
The Name, Location, Shareholder & Objectives of the company can be changed after its registration. The Processes are:
1. Conduct a Special General Meeting
2. Pass the Resolution
3. Submit Required Documents to OCR
4. Verification by OCR
Private Company Registration in Nepal
What is the minimum number of shareholders for a private company?
A private company in Nepal requires at least 1 and a maximum of 101 shareholders.
Can a private company issue shares to the public?
No, private companies in Nepal are not allowed to issue shares to the public.
What is the minimum paid-up capital for a private company?
The minimum paid-up capital for a private company is NPR 100,000.
How long does private company registration take in Nepal?
Private company registration typically takes 1-2 weeks, depending on documentation completeness.
Can foreigners be shareholders in a private company?
Yes, foreigners can be shareholders in private companies, subject to investment regulations.
