Registering a private limited company in Nepal is a sequential process spanning three authorities: the Office of the Company Registrar (OCR) for incorporation, the Inland Revenue Department (IRD) for tax registration, and the local ward office for the business operating registration. Handled in the right order with complete documents, the process is measured in days to a few weeks. This guide covers the standard domestic incorporation; foreign investors face an additional approval layer covered in our note on foreign direct investment.
Step 1 — Reserve the company name
The process begins on the OCR's online system with a name reservation application. Names that conflict with existing companies or protected words are rejected, so it is worth preparing alternatives. Once approved, the name is held for the incorporation filing.
Step 2 — File the incorporation documents
- Memorandum of association — objectives, registered office, authorised capital and shareholding.
- Articles of association — internal governance rules of the company.
- Copies of shareholders' and directors' citizenship or identification documents.
- Consent letters and the prescribed application forms with registration fees based on authorised capital.
On approval, the OCR issues the certificate of incorporation. A private limited company in Nepal requires a minimum of one shareholder, and there is no general statutory minimum paid-up capital for most ordinary businesses — though licensed sectors set their own capital requirements.
Step 3 — Register with the tax office (PAN)
Before invoicing anyone, the company must obtain a Permanent Account Number (PAN) from the IRD. Where the business expects to cross the VAT threshold — or supplies VAT-registered customers who need VAT invoices — it can register for VAT at the same time. VAT registration becomes mandatory once turnover crosses the threshold prescribed for goods or services; trading before mandatory registration attracts assessment of the uncollected VAT plus penalties.
Step 4 — Local ward registration and sector licences
The municipality ward where the registered office sits issues the local business registration, renewable annually. Sector-specific licences — tourism, education, health, financial services and others — come from the respective regulators and should be sequenced before operations begin, not after.
After incorporation: the obligations that catch founders out
- Appoint an auditor and complete the statutory audit for every fiscal year — including the first, however short.
- File the income tax return within three months of fiscal year end.
- File annual returns and updated records with the OCR after the AGM.
- Maintain share registers, minute books and updated director/shareholder records — OCR filings are required when these change.
- Renew the ward registration annually.
Most compliance failures we encounter in young companies trace back to the first year: the company traded lightly, no one appointed an auditor, and the un-filed audit and tax return quietly accumulated penalties. Setting up the compliance calendar in the month of incorporation costs almost nothing and prevents the entire pattern.
Frequently asked questions
- How long does company registration take in Nepal?
- With complete documents, OCR incorporation is typically completed within days to a couple of weeks, followed by PAN registration and ward registration. Sector licences can add time depending on the regulator.
- Is there a minimum capital requirement?
- There is no general statutory minimum paid-up capital for an ordinary private limited company, but regulated sectors prescribe their own capital requirements, and registration fees scale with authorised capital.
- Can one person own a company in Nepal?
- Yes — a private limited company can be incorporated with a single shareholder.
This note is general information prepared by A. Adhikari & Associates, Chartered Accountants, and is not professional advice for any specific situation. Rates, thresholds and procedures change through annual Finance Acts and regulatory updates — please consult our team before acting.
