Company Registration Process In Nepal

Registration of a company may be the first step to materialize the idea and plan to become successful entrepreneurs in Nepal. Doing business through a company is great but you can start your business in different forms without going through the company registration process in Nepal.

Different type of business which you can run in Nepal

For registration business in any form in Nepal, you have to obtain necessary approvals from the relevant ministries/departments/bodies for permit/license to conduct business.

Some of the relevant departments are:

• Department of Industry
• Department of Electricity Development
• Nepal Rastra Bank
• Department of Agriculture, road
• Small and cottage industry.

Sole proprietorship

A type of enterprise that is owned and run by one person and in which there is no legal distinction between the owner and the business entity.

Key benefits

• You don’t have to go through the compliance requirement of the company
• Audit/certification not required unless the transaction exceeds 1 crore etc.

Partnership firm

A partnership firm is an organization that is formed with two or more persons to run a business. A partnership firm is not a separate entity from a legal point of view.

Compliance and registration process are similar to Proprietorship unless the number of partners exceeds 20. (if exceeds then the tax department will treat like company.

Company

The company is a separate legal entity and shareholders have limited liability. The company is registered either as a private company or a public company further it can be registered as a Non-profit company.

Some comparative analysis of Private vs Public co

Basis of Difference	Public Company	Private Company
Minimum paid-up Capital	Rs. 1,00,000	No minimum paid-up capital prescribed
Number of Members	7 to any number of members	1 to 50 members
Number of Board of Directors	3 to 11	Any number of Directors
Compliance requirement	Complex as compare to Pvt company	Some relief available
General Meeting	Mandatory	In accordance with the Articles

A non-profit company does not have shareholders, it only has members and does not require any form of minimum capital but it must have a minimum of five members.

The company Registration process in Nepal

For registration, OCR provides manuals so you should visit the OCR manual. For your fast references here we describe some procedures. In order to register a new company, you have to create a user, to create a user you have to visit www.ocr.gov.np then click in the check name tab. Then you will find a TAB “ To establish a new Company, please click here New !”

You have to create user by filling the above-mentioned form then you will receive mail with user login id.while login for the first time you have to change password.

Now you have to reserve the Name of the company

Once you have successfully logged into the application then you will find the homepage which is the main interface to access different modules of OCR e-Services for new Company Registration User. At the top panel, you can view the menu bar containing the task that you can perform. i.e ‘Name Check/Reservation’ 

To Check/ Reserve company name you can click on ‘Name Check/Reservation’ then fill the given form.you will get the mail in case the name you requested approved/rejected if the requested name is rejected then you can repeat the same process to get approved mail.

Now you can fill the company registration form. To fill the company registration form login into OCR e-service with your username and password then click in “Registration Form”.

During the filling of the form, you need to upload some scanned documents like Application, Memorandum, Articles of Association, and other documents so prepare before filling the form.

Submit the online application form after properly filling the application form and uploading the scanned documents. 

After submission of the company registration form, you can view information like revenue to be paid, temporary application ID, and confirmation message.

Physical presence in OCR.

After obtaining confirmation mail you need to visit the Office of the Company Registrar with all the original Certificates and Documents for further verification of the Registration Process along with the following document.

• Application for registration of the company
• Two signed copies of the Memorandum of Association (MOA) in the prescribed format.
• 2\Two signed copies of the Articles of Association (AOA) int the prescribed format. 
• Notarized Citizenship copy of all Promoters
• Consensus agreement in case of a private company, if any.
• Agreement if any
• Where prior approval is required for running the business under any prevailing law then the copy of such approval.
• Where a promoter is an artificial person (company) then company incorporation certificate, board minute disclosing the invested amount, name of authorized personnel, and other important matters along with the certified citizenship copy of the authorized personnel.
• Power of Attorney signed by all the promoters.

The Office of Company Registrar will now verify all the company registration process and document. If there are no discrepancies then you have to pay the registration fee on the basis of authorized capital as described in the OCR site.

Post-registration obligation

Always remember after registration of the company you should fulfill the following obligations.

• Registration under income tax and VAT (if required)
• Submission of “three monthly reports” to the Office of Company registration.
• Audit the financial statement.
• Holding Annual General Meeting
• Submission of annual return to OCR within 6 months from the end of the financial year.

Disclaimer: This content meant purely for educational purposes and may be useful for entrepreneurs and professionals. It contains only the writer’s understanding of the subject matter and intended for general information only. It shall not be treated as legal or other professional advice.

Prepared and collected by Entraise, if you have any queries or require any assistance feel free to email at entraise.group@gmail.com.