This Article provides a complete guide for registering a Real Estate Company in Nepal which includes the requirements, processes, required approvals, documents and the tentative timeline. Prime Law Associates provides the best Company Registration Service in Nepal, having registered 500+ Companies till date with complete client satisfaction. The Firm has experienced Lawyers & experts for registering companies and obtaining required approvals. The Firm can be contacted through:
What are Real Estate Companies?
Real estate companies in Nepal operate in the property market, engaging in various activities related to land and buildings. These companies facilitate buying, selling, leasing, and managing real estate properties. The registration and operation of real estate companies in Nepal are governed by specific laws and regulations to ensure transparency and protect consumer interests.
Requirements for Real Estate Company Registration
Minimum capital requirements
The minimum capital requirement for registering a real estate company in Nepal varies based on the company type. For a private limited company, the minimum paid-up capital is typically NPR 100,000. Public limited companies require a higher capital, usually NPR 10 million. However, these amounts may change based on government regulations or specific business activities.
Shareholder structure
Real estate companies in Nepal can be structured as private or public limited companies. Private limited companies must have a minimum of 1 and a maximum of 101 shareholders. Public limited companies require at least 7 shareholders with no upper limit.
Also Read: Company Registration in Nepal । Company Registration Lawyer
Procedure for Real Estate Company Registration in Nepal
Step 1: Company Name Reservation & Approval
Step 2: Preparation of Legal Documents
Step 3: Submission of Registration Application
Step 4: Document Verification and Registration Approval
Step 5: Post-Registration Formalities
Step 1: Company Name Reservation
The first step in registering a real estate company in Nepal is to reserve a unique company name. Submit a name reservation application to the Office of Company Registrar (OCR). Provide three alternative names in case your first choice is unavailable. The OCR will verify the name’s uniqueness and compliance with naming regulations. Once approved, the name is reserved for 30 days, during which you must complete the registration process.
Step 2: Preparation of Legal Documents
After name reservation, prepare the necessary legal documents for company registration. These include the Memorandum of Association (MOA) and Articles of Association (AOA). The MOA outlines the company’s objectives, capital structure, and shareholder details. The AOA defines the internal rules and regulations for company management. For real estate companies, include specific clauses related to property transactions and development activities.
Step 3: Submission of Registration Application
Submit the registration application to the OCR along with the prepared documents. The application should include:
1. Completed company registration form
2. Memorandum of Association
3. Articles of Association
4. Copy of citizenship certificates of shareholders and directors
5. Passport-sized photographs of shareholders and directors
6. Proof of office address (rental agreement or ownership document)
7. Bank voucher for registration fee payment
Step 4: Document Verification and Registration Approval
The OCR conducts a thorough verification of the submitted documents. They check for compliance with the Companies Act and other relevant regulations. If any discrepancies or missing information are found, the OCR may request additional documents or clarifications. Once satisfied with the application, the OCR approves the registration and issues a Company Registration Certificate. This certificate includes the company’s registration number and date of incorporation.
Step 5: Post-Registration Formalities
After receiving the Company Registration Certificate, complete the following post-registration formalities:
1. Obtain a Permanent Account Number (PAN) from the Inland Revenue Department
2. Register for Value Added Tax (VAT) if applicable
3. Open a corporate bank account
4. Register with the Social Security Fund for employee benefits
5. Obtain necessary licenses for specific real estate activities (e.g., construction permits)
6. Register with local authorities if required
Real Estate Company Registration Lawyers in Nepal
Prime Law Associates specializes in providing Legal & Advisory services to real estate company in Nepal.
Amit Karna
Amit Karna is a Company Registration Lawyer in Nepal with extensive experience in registering multiple companies in Nepal.
Sukra Subba
Sukra Subba has 10 Years of experience in the Corporate Sector of Nepal & facilitating company registration at the Firm.
Documents required for Real Estate Company Registration
To register a real estate company in Nepal, you need to prepare and submit the following documents:
- Memorandum of Association (MOA): Details the company’s objectives, capital structure, and shareholder information.
- Articles of Association (AOA): Outlines the company’s internal rules and regulations.
- Citizenship Certificates & NID Number: Copies of citizenship certificates of all shareholders and directors.
- Passport-sized Photographs: Recent photographs of all shareholders and directors.
- Office Address Proof: Rental agreement or ownership document of the company’s registered office.
- Bank Voucher: Proof of payment of registration fees.
- Shareholder’s Agreement: If applicable
- Power of Attorney: If someone other than the directors is submitting the application.
Timeline for registering a Real Estate Company
The timeline for registering a real estate company in Nepal typically ranges from 2 to 4 weeks, depending on various factors. The process begins with name reservation, which usually takes 2-3 days.
Registration Costs and Fees
The costs and fees for registering a real estate company in Nepal include:
- Company Registration Fee: Varies based on 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
- Above NPR 10,000,000: NPR 25,000
- Legal Documentation Costs
- Notary Fees
- PAN Registration
- VAT Registration (if applicable)
Legal Services for Real Estate Company in Nepal
Our services include:
- Company name reservation and clearance
- Preparation of Memorandum and Articles of Association
- Compilation and submission of all required documents
- Liaison with the Office of Company Registrar
- Assistance with tax registration (PAN and VAT)
- Guidance on post-registration compliance requirements
- Support in obtaining necessary licenses and permits
We offer the best Real Estate Company Registration Service in Nepal. Our team of experienced lawyers and consultants provides personalized assistance, handling all legal and administrative aspects of company formation.
Types of Real Estate Companies in Nepal
Property development companies
Property development companies in Nepal focus on acquiring land, obtaining necessary permits, and constructing residential or commercial buildings. They manage the entire development process from land acquisition to project completion and sales.
Real estate brokerage firms
Real estate brokerage firms act as intermediaries between property buyers and sellers. They facilitate property transactions, provide market information, and assist in negotiation and documentation.
Property management companies
Property management companies handle the day-to-day operations of real estate properties on behalf of owners. Their services include tenant management, rent collection, property maintenance, and financial reporting.
Legal Framework for Real Estate Company Registration
The legal framework for real estate company registration in Nepal is primarily governed by the Companies Act, 2063 (2006). This Act provides the foundation for the incorporation, regulation, and operation of companies in Nepal, including real estate firms. The Act outlines the procedures for company formation, shareholding structures, and corporate governance requirements.
Additionally, the Land Act, 2021 (1964) and the Land Revenue Act, 2034 (1978) regulate land ownership and transactions, which are fundamental to real estate operations.
Other relevant laws include the Foreign Investment and Technology Transfer Act, 2075 (2019) for foreign investments in real estate. Real estate companies must also comply with local municipal bylaws and zoning regulations.
Regulatory Authorities
Several regulatory authorities oversee the registration and operation of real estate companies in Nepal:
- Office of Company Registrar (OCR): Responsible for company registration and regulation.
- Department of Land Management and Archives: Oversees land administration and property transactions.
- Inland Revenue Department: Handles tax registration and compliance for companies.
- Nepal Rastra Bank: Regulates financial aspects of real estate transactions.
- Ministry of Land Management, Cooperatives and Poverty Alleviation: Formulates policies related to land use and management.
- Municipal authorities: Enforce local building codes and zoning regulations.
- Investment Board Nepal: Facilitates large-scale real estate projects and foreign investments.
- Department of Urban Development and Building Construction: Oversees urban planning and construction standards.
These authorities work in coordination to ensure proper regulation of the real estate sector in Nepal.
Post-Company Registration Compliance for Real Estate Company
After registering a real estate company in Nepal, several compliance requirements must be met:
- Annual Returns Filing: Submit annual returns to the Company Registrar’s Office within six months of the fiscal year-end.
- Tax Compliance: File monthly, quarterly, and annual tax returns with the Inland Revenue Department.
- Social Security Fund: Register and contribute to the Social Security Fund for employees.
- Audit Requirements: Conduct annual audits by a certified auditor and submit audited financial statements.
- Board Meetings: Hold regular board meetings and maintain minutes as per the Companies Act.
- Shareholder Meetings: Conduct annual general meetings and extraordinary general meetings as required.
- License Renewals: Renew business licenses and permits annually or as stipulated.
Real Estate Company Registration in Nepal: FAQs
How to register Real Estate Company in Nepal?
To register a real estate company in Nepal, reserve a company name, prepare legal documents (MOA and AOA), submit the registration application to the Office of Company Registrar, pay required fees, and complete post-registration formalities like tax registration and bank account opening.
What are documents required for Real Estate Company?
Documents required for Real Estate Company in Nepal are name reservation letter, Memorandum of Association, Articles of Association, citizenship certificates of shareholders/directors, office address proof, bank voucher for registration fees, and director’s consent letters.
Can foreigners own real estate companies in Nepal?
Foreigners can own real estate companies in Nepal, subject to approval from the Department of Industry. Foreign investment in real estate is permitted, but restrictions apply to land ownership. Joint ventures with Nepali partners are common.
What licenses are required for real estate companies?
Real estate companies may require various licenses depending on their activities:
a. Business Operating License
b. Construction Permit (for development projects)
c. Real Estate Agent License (for brokerage firms)
d. Property Management License
e. Environmental Clearance (for large projects) Specific requirements vary based on the nature and scale of operations.
How are real estate companies taxed in Nepal?
Real estate companies in Nepal are subject to:
a. Corporate Income Tax: 25% of net profit
b. Capital Gains Tax: On property sales
c. Value Added Tax (VAT): 13% on certain transactions
d. Property Tax: Varies by location and property type
e.Land Revenue Tax: On land transactions
What compliance is required for real estate companies?
Real estate companies must comply with:
1. Annual returns filing
2. Tax compliance (monthly, quarterly, annual)
3. Audit requirements
4. Board and shareholder meeting regulations
5. Property transaction reporting
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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