How to Register a Company in Nepal 2023

Startup companies are growing like mushrooms. To compete with other entrepreneurs, you have to learn the laws beforehand. Black’s Law Dictionary says the law is “a body of rules of action or conduct prescribed by controlling authority and having binding legal force.” The company is yours but the laws of the country are unavoidable. Registration of the company can be complicated if you have zero knowledge about it. The registration of a company in Nepal is governed by the Companies Act 2006 (2063) (“Companies Act”). The Office of Company Registrar (“OCR”) is the competent authority to govern the company registration.

Registration Routes: 

There are three routes to register your business According to Section 3 of the Private Firm Registration Act, 2014: 

• Department of Commerce, Supplies & Consumer Protection (trading and commercial business) 
• Department of Small and Cottage Industry (in case of the cottage and small-scale industrial businesses)
• Department of Industry (in the case of industries).

Any person who intends to register a private firm has to apply in the prescribed legal format to the relevant Department along with the prescribed official fee.

The application should contain the following information:

• The name of the Private Firm
• The address of the Firm
• The objectives, functions, and the particulars of goods or commodities to be transacted by the private firm.
• The name and address of the owner, and the name of his/her father, mother, grandfather, and grandmother.
• A certified copy of the Citizenship Certificate needs to be presented along with other essential documents for the registration of the private firm.

THE COMPANIES ACT, 2063 (2006) Chapter 2 section 5 states that ‘’Without registering a company under this Act, no person shall use the named company and carry on any kind of transaction by the name of any firm or institution’’.

Necessary Documents

Rules before registration of company name

The following table contains the necessary documents you need for the registration of your company.

 Registration Charge: 

The minimum amount of investment in a company is NPR 1,00,000/-. The registration fee of the company is based on the capital of the firm: 

Online Registration: 

After documenting the necessary files for the registration, you can go through an online manual and register your company from OCR e-services. You can also check the available name of the company on the same website. There is also the name pre-booking service at OCR. 

Online Manual for registration

Click here to register for the New Company

Compliance obligations After the Registration: 

After the registration of the company you have to follow a number of compliance obligations: 

Registered Office Notification: 

• According to the Companies Act, the registered office of a Nepalese company has to be in Nepal. 
• Wherever the company is present, a board displaying the company’s name and registration number should be clearly marked.
• Within three months after the company’s registration, the company must notify the Companies Registrar Office of the address where the company is located.

Filing Shareholding Details: 

• Once the share capital has been issued and paid up to the company by a shareholder, the company should prepare a Shareholders Register and file it with the Office of Companies within one month of it being paid up.

Directors’ Details: 

• Details of the directors of the company as prescribed need to be submitted within seven days of the Directors taking office.

Annual General Meeting: 

• The company should conduct an annual general meeting of shareholders within one year of establishment. 
• This is not required for Private Companies if clearly mentioned in the Articles and Memorandum of Association.

Accounting Requirements: 

• The company’s accounts need to be kept and should be audited by an auditor every year. 
• Auditor has to be appointed by the shareholders. The appointment of an auditor needs to be notified to the Office of Companies Registrar within 15 days of appointment.

Filing Requirements:

• Annual audited accounts, auditor’s report, and the report about a number of shareholders of the company have to be filed within 6 months of the end of the financial year.

DISCLAIMER: The information provided above is designed for helpful information on the subject discussed. It is not meant to be and should not be used as legal advice. 

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