Company Registration in Nepal | New Online Process (2024)

This Article has covered the requirements, procedure, required documents and relevant details surrounding Company Registration in Nepal (2024).

Prime Law Associates has a reliable, efficient & effective Company registration practice with the best Company Registration Lawyer in Nepal. The Firm has been engaged in business incorporation for more than 15 years registering 500+ Companies to-date with client satisfaction.

What is a Company?

A company can be understood as any person or organization that has a desire to do a business and has established a “private limited” or “public limited” in accordance with the Companies Act, 2063 and has a perpetual succession which is an autonomous and organized organization. The company can acquire the moveable and immoveable property, sell or can do any kind of business like a natural person, and can or can be sued in the name of the company.

According to the Companies Act, 2063, three types of companies can be registered/incorporated in Nepal

• Private Company

Under the Companies Act, 2063 those companies whose shareholders shall not exceed more than 101 for incorporation and should write “private limited” to its name as the last word is known as a private company.  The paid-up capital of the private company is minimum NRs. 1,00,000

• Public Company

Under the Companies Act, 2063 those company that needs a minimum of 7 promoters for incorporation and a maximum woul be of any number is known as public company. Public Company should write “limited: to its name as the last words. The paid-up capital of the public company is minimum NRs. 1,00,00,000.

• Profit not distributing company

Profit not distributing company are those company where it shall not entitle to distribute or pay to its members any dividends or any money out of the profit earned or savings made fo the attainment of any objectives. There should be minimum 5 promoters for the incorporation of company not distributing profit.

Company Registration Process in Nepal

Step 1:  Reservation of company name at the office of the Company Registar (OCR)

Step 2 :  Submission of the physical copy of documents at OCR

Step 3 : Examination of submitted documents by OCR

Step 4 :  Issuance of Incorporation Certificate by OCR

Step 5: Issuance of Company Registration Certificate

Step 1: Company Name Reservation & Approval

First, the company shareholders must provide a proposed name to the Firm. The Firm will search the Office of Company Registrar (OCR) website to check if their proposed company name is available and reserve the name. The Registration Page for company registration in Nepal can be accessed here.

Step 2: Drafting Documents

Once the company name is approved, the next step is to prepare the necessary legal documents. Prime Law Associates only requires the following to complete your Company registration:
1. Company Name, Location & Objective
2. Citizenship & NID of Shareholders
3. Authorized Capital
We draft the following documents for you:
1. Memorandum of Association (MOA)
2. Articles of Association (AOA)
3. Power of Attorney
4. Application Form
5. Shareholder Agreement (if required)

Step 3: Submission of Documents

Our Associates shall submit all the required documents for Company Registration to the Website of the Office of Company Registrar. Documents can be submitted online. The Fees which depends on the amount of authorized capital must be paid.

Step 4: Verification of Application

Once the documents are submitted, the OCR begins its verification process. The Firm does continuous follow-ups during the verification process. If all documents are in order and meet the legal requirements, the application moves forward for final approval.

Step 5: Company Registration Certificate

Finally, we receive a Company Registration Certificate with registration number, date of corporation, and registered address

Documents required for company registration in Nepal

The Documents required for registration of company in Nepal after recent company update are:

1. NID Number of Shareholders

2. Citizenship Certificate of Shareholders

3. Memorandum of Association

4. Articles of Association

5. Passport Sized Photographs

Private Company Registration Lawyer in Nepal

Prime Law Associates provides the best Company Registration experts in Nepal with experience, expertise & efficiency.

In general, the following are the main and most significant company law services provided to Nepalese and foreign clients by our law firm for doing business in entire Nepal;

1. Registration/Incorporation of Private/Public and Profit not distributing company in Nepal
2.  Conversation of Company,.i.e  Private Limited Company to Public Limited Company
3. Any types of business registration in Nepal
4. Annual Compliance Filing at Office of the Company Registrar
5. ISO Certification
6. Company related any sorts of legal services. i.e. sell and purchase shares of the Company.

Company Registration Cost in Nepal

The Company Registration Fees in Nepal depends on the authorized capital which is as follows:

• Authorized Capital up to NPR 100,000: NPR 1,000
• NPR 100,001 to 500,000: NPR 4,500
• NPR 500,001 to 2,500,000: NPR 9,500
• NPR 2,500,001 to 10,000,000: NPR 16,000
• For every additional NPR 10,000,000 or fraction thereof: NPR 3,000 extra

Company Registration Service in Nepal

Prime Law Associates has a reliable, efficient & effective Company registration Service with the best Private Company Registration Lawyer in Nepal. The Firm has been engaged in business incorporation for more than 15 years registering 500+ Companies to-date with client satisfaction. The Professional Service Charge depends on the Service Provider and the approvals required for registration. Prime Law Associates provides the company registration service in Nepal:

1. Proper & Reliable Documentation

2. Regular Follow-Ups

3. Necessary Regulatory Approvals

4. Private Company Registration Lawyers

Time taken for Company Registration in Nepal

The duration of company registration process in Nepal varies, but, can be completed within 5 to 10 Working days from the submission of all required documents. However, the reliability of documentation, required approvals, and complexity of company structure can affect the process.

Private Company Registration in Nepal

Private Company Registration in Nepal begins with registration at the Office of Company Registrar followed by PAN Registration & Local Ward Office Registration. The Company may also require additional licenses, approvals & registrations based on their objectives.

PAN Registration

PAN is a unique identification number issued by the Inland Revenue Department (IRD). The Registration can be completed through an online application at the IRD Portal along with submission of company registration certificate, verification and Issuance of PAN Certificate within 3-5 Working days.

Ward Registration

Local Ward Registration requires a Rental Agreement along with the Citizenship Certificate of the Lessor/Landlord. An application must be submitted to the ward office where the company is located. The PAN Certificate and Company Registration documents must be submitted alongside. Also, an additional fee must be paid for the Local Ward Registration.

Share Registry

The Share Registry, although not necessary, is required for Banking purposes. It must include names and addresses of all shareholders, number and class of shares held by each shareholder and the date of share issuance or transfer. The initial share registry should be set up immediately after company registration.

Online Company Registration in Nepal

Prime Law Associates has provides Online Company Registration Service in Nepal with experienced Private Company Registration Lawyers having 15 Years of Experience. The primary legislation governing company formation and operation is the Companies Act 2063 (2006). 

The Industrial Enterprises Act 2076 (2020) governs the establishment and operation of industrial enterprises in Nepal.

The Foreign Investment and Technology Transfer Act 2075 (2019) outlines the procedures and requirements for foreign investment in Nepali companies.

Regulatory Authorities governing Company Registration in Nepal

Company Registration in Nepal is conducted at the Office of Company Registrar (“OCR”). The Department of Industry (“DOI”) is responsible for issuing industry specific license and approvals.

Requirements for Company Registration in Nepal

Minimum Capital Requirements

For Private Limited Companies, the minimum paid-up capital requirement is NPR 100,000. Public Limited Companies, on the other hand, have a much higher minimum paid-up capital requirement of NPR 10,000,000.

Number of Promoters/Shareholders

Private Limited Companies can be formed with a minimum of one shareholder and can have up to 101 shareholders. Public Limited Companies require a minimum of seven shareholders, with no upper limit on the maximum number of shareholders. Directors are also required.

National ID Card

All Nepali shareholders are required to provide their National ID Card numbers as part of the registration process.

Types of Companies in Nepal

an be registered/incorporated in Nepal

• Private Company

Under the Companies Act, 2063 those companies whose shareholders shall not exceed more than 101 for incorporation and should write “private limited” to its name as the last word is known as a private company.  The paid-up capital of the private company is minimum NRs. 1,00,000

• Public Company

Under the Companies Act, 2063 those company that needs a minimum of 7 promoters for incorporation and a maximum woul be of any number is known as public company. Public Company should write “limited: to its name as the last words. The paid-up capital of the public company is minimum NRs. 1,00,00,000.

• Profit not distributing company

Profit not distributing company are those company where it shall not entitle to distribute or pay to its members any dividends or any money out of the profit earned or savings made fo the attainment of any objectives. There should be minimum 5 promoters for the incorporation of company not distributing profit.

Company Registration Process in Nepal: FAQs

Conclusion

Prime Law Associates houses lawyers with good drafting skills, careful attention to objectives and regular follow-up. The Firm also assists with post-registration requirements which includes PAN Registration and Ward Registration along with Share Registry and 3-Month Compliance. 

Disclaimer: This Article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation, or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.

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