Register Your Company in Nepal: A Complete 2025 Guide
Starting a company in Nepal can seem daunting—but with the right roadmap, it doesn’t have to be. This guide breaks down the entire process, step by step, from name reservation to foreign investment and taxation.
1. Choose Your Business Entity & Reserve the Name âś…
Begin by choosing the type of company:
- Private Limited Company (PLC): Minimum NPR 100,000 capital; 1–101 shareholders
- Public Limited Company: ≥7 shareholders, ≥NPR 10 million capital
- Profit-Non-distributing Company or NGO: NGO rules
Next, log into the Office of Company Registrar’s (OCR) e-Services portal and check your desired company name. Submit a name reservation request—approval usually takes 2–4 days.
2. Prepare Documents & Include Foreign Investment Approval (if applicable)
Once the name is approved, collate:
- Registration form
- Memorandum & Articles of Association (MOA/AOA)—two sets in Nepali or English
- Citizenship or passport photocopies of all Nepali or foreign shareholders
- Passport photographs
- Proof of registered office (rent agreement, utility bill, Lalpurja)
- For foreign investors: Department of Industry (DOI) approval or Foreign Investment Approval.
Foreign Investment Approval (FIA) is essential for non-Nepali applicants. Submit your project report, joint-venture agreements, passport copies, and credibility certificates to the DOI. Approval costs NPR 20,000 (refundable once operations begin).
3. Submit to OCR & Pay Registration Fees
Log into the OCR portal again to:
- Upload all prepared documents
- Pay the prescribed registration fee based on authorized capital.
Private Limited company fees (NPR) :
- NPR 10,000 – 1 lakhs: 1,000
- 1,00,001–5,00,000: 4,500
- 5,00,000–25,00,000: 9,500
- 25,00,000 – 1cr: 16,000
- Above: additional charges per NPR 3000 per crore
Public Limited companies have higher fees.
OCR reviews your application—if accepted, within ~7–10 working days you’ll receive:
- Certificate of Incorporation
- Company Registration Number
4. Register Locally & Obtain Business Stamp
With your certificate, register at your local ward office. Submit:
- Incorporation certificate
- Rental agreement
- Shareholders’ IDs
Fees vary (NPR 5,000–15,000/year) and a house rent tax (~10% of rent) applies.
Make your official company stamp.
5. Secure PAN, VAT & Open Bank Account
PAN (Permanent Account Number):
Required for all companies. Submit to IRD:
- Copy of incorporation certificate
- MOA/AOA
- Company stamp
- Shareholders’ IDs
- Rent agreement & office address map
- Passport photo of signing authority
VAT Registration:
Mandatory if annual turnover exceeds:
- NPR 2 million for services
- NPR 5 million for goods
- NPR 2 million for mixed turnover
For VAT, IRD requires PAN, MOA/AOA, rent agreement, shareholders’ IDs, stamps, and application proof. The tax rate is generally 13%.
Bank Account:
Open in your company’s name using:
- Certificate
- MOA/AOA
- Stamp
- Shareholders’ IDs
- Rental proof
- Initial deposit (typically ~NPR 10,000)
6. Secure Licenses, EPF/ESI & Other Post-Incorporation Requirements
Depending on your business type, you may need:
- Industry licenses (e.g., healthcare, import/export, finance)
- Environmental approvals (IEE/EIA) for industrial activities
- Employee registrations:
- EPF: if >20 employees
- ESI: if >10 employees
Foreign-invested companies also need:
- Registration of investment with Nepal Rastra Bank (NRB)
- Board resolution and FDI documentation
- Repatriation approval and permissions for repatriating capital/profits as per NRB guidelines
7. Annual Compliance & Ongoing Requirements
Stay compliant by:
- Holding Annual General Meetings & filing annual returns with OCR
- Filing quarterly tax returns & financial statements
- Maintaining EPF/ESI contributions
- Renewing licenses annually
- Paying local business tax and rent tax
8. High-Level Timeline & Cost Summary
| Step | Timeline | Cost Estimate |
|---|---|---|
| Name Reservation | 2–4 days | Minor OCR portal fee |
| Document Prep & OCR Filing | 1–3 days per form prep | Variable (legal services) |
| OCR Processing | 7–10 working days | Registration fee by capital |
| Ward + Stamp + Local Reg | 1–3 days | NPR 5,000–15,000 + stamp cost |
| PAN + VAT + Bank Setup | 3–7 days | Minimal Government fees |
| FDI Approval (if applies) | 4–8 weeks | NPR 20,000 deposit |
Total duration:
- Domestic companies: ~2–3 weeks
- Foreign investments: ~2–3 months (due to DOI/NRB)
Estimated incorporation costs:
- OCR fees: NPR 1,000–16,000+ depending on capital
- Professional/legal fees: NPR 20,000–30,000
- Ward registration: NPR 5,000–15,000
- FDI deposit: NPR 20,000
- Annual compliance: variable (audits, taxes, renewals)
đź’ˇ Tips for a Smooth & Legal Setup
- Use a trusted agency or legal expert: Avoid errors in MOA/AOA and ensure every document is compliant.
- Plan ahead if foreign investing: FDI involves multiple layers – DOI → OCR → NRB → IRD – so allocate enough time.
- Stay tax-smart: Early PAN and VAT registration means no delays in vendor payments, tax refunds, or bank transactions.
- Adhere to labor and environmental standards: Never skip IEE/EIA for industrial projects.
- Maintain annual filings: Non-compliance can result in penalties and operational blocks.
Final Thoughts
Registering a company in Nepal is a structured but manageable process—provided you follow each step carefully. Whether you’re starting a domestic private limited firm or an FDI-backed venture, knowing the stages—from OCR incorporation to PAN/VAT, ward licenses, and NRB formalities—is key. With proper preparation, legal support, and compliance, you can launch your Nepal-based business efficiently and legally in 2–3 weeks (domestic) or up to 3 months (FDI-backed).
Need help drafting documents, setting up FDI, or handling compliance? My team at Veshraj.com (Kathmandu) is ready to guide you through every step—reach out for a free consultation!
References: OCR process, MOA/AOA, FDI rules, and timelines compiled for veshraj.com