Registration of Private Company in Nepal
Complete guide for entrepreneurs by FinLex Associates
The registration of private companies in Nepal is governed by the Companies Act 2063 (2006) and the Company Directives, 2072 (2015). The Office of Company Registrar (OCR) oversees company registration in Nepal. This article covers the procedures for registering a private company in Nepal.
Private companies are those incorporated and operated by individuals or private entities. According to the Act, the total number of shareholders in a private company must not exceed 101. Therefore, a private company can be incorporated with 1-101 members. The Act does not impose any limitations on the minimum paid-up capital for private companies.
Incorporation of Private Company in Nepal
For the incorporation of a private company in Nepal, a name must first be reserved by submitting an application through the OCR's online platform. After the approval of the name, the following documents need to be prepared and submitted physically to the Office of the Company Registrar:
Documents Required for Registration of a Private Company in Nepal
- Application for incorporation
- Two copies of the Memorandum of Association (MoA)
- Two copies of the Articles of Association (AoA); however, if the promoter agrees to accept the AoA in the prescribed format for a single shareholder, no AoA is required
- Approval or license from the relevant authority if required under prevailing laws
- Notarized copy of the citizenship certificate for Nepalese promoters or the registration certificate and board resolution for a corporate promoter
Prescribed Government Fees for Incorporation
The government fees for registering a private company in Nepal depend on the company's authorized capital:
| Authorized Capital | Government Fee |
|---|---|
| Up to Rs. 1,00,000 | Rs. 1,000/- |
| Rs. 1,00,001 – Rs. 5,00,000 | Rs. 4,500/- |
| Rs. 5,00,001 – Rs. 25,00,000 | Rs. 9,500/- |
| Rs. 25,00,001 – Rs. 1,00,00,000 | Rs. 16,000/- |
| Rs. 1,00,00,001 – Rs. 2,00,00,000 | Rs. 19,000/- |
| Rs. 2,00,00,001 – Rs. 3,00,00,000 | Rs. 22,000/- |
| Rs. 3,00,00,001 – Rs. 4,00,00,000 | Rs. 25,000/- |
| Rs. 4,00,00,001 – Rs. 5,00,00,000 | Rs. 28,000/- |
| Rs. 5,00,00,001 – Rs. 6,00,00,000 | Rs. 31,000/- |
| Rs. 6,00,00,001 – Rs. 7,00,00,000 | Rs. 34,000/- |
| Rs. 7,00,00,001 – Rs. 8,00,00,000 | Rs. 37,000/- |
| Rs. 8,00,00,001 – Rs. 9,00,00,000 | Rs. 40,000/- |
| Rs. 9,00,00,001 – Rs. 10,00,00,000 | Rs. 43,000/- |
| More than Rs. 10,00,00,000 | Rs. 43,000/- plus Rs. 30/- per additional lakh |
Disclaimer:
This information is for educational purposes only and should not be considered legal advice. FinLex Associates retains exclusive rights to this content.
Frequently Asked Questions
Find answers to common questions about private company registration in Nepal
1. What is the legal framework governing private company registration in Nepal?
The registration of private companies in Nepal is governed by the Companies Act 2063 (2006) and the Company Directives 2072 (2015). The Office of the Company Registrar (OCR) oversees this process.
2. What defines a private company in Nepal?
A private company is incorporated and operated by individuals or private entities. It can have between 1 to 101 shareholders, with no minimum paid-up capital requirement.
3. What is the first step in incorporating a private company?
The first step is to reserve the desired company name by submitting an online application to the OCR.
4. What documents are required for the registration of a private company?
Required documents include:
- Application for incorporation
- Two copies of the Memorandum of Association (MoA)
- Two copies of the Articles of Association (AoA) or a prescribed format for a single shareholder
- Any required prior approvals or licenses
- Notarized copy of the citizenship certificate (for Nepalese promoters)
- Certificate of registration and Board decision (for corporate promoters)
5. How are the government fees structured for registering a private company?
The registration fees depend on the company's authorized capital. For example:
- Up to Rs. 1,00,000: Rs. 1,000
- Rs. 1,00,001 – Rs. 5,00,000: Rs. 4,500
- Rs. 5,00,001 – Rs. 25,00,000: Rs. 9,500
- Rs. 25,00,001 – Rs. 1,00,00,000: Rs. 16,000
- Rs. 1,00,00,001 – Rs. 2,00,00,000: Rs. 19,000
- Rs. 2,00,00,001 – Rs. 3,00,00,000: Rs. 22,000
- Rs. 3,00,00,001 – Rs. 4,00,00,000: Rs. 25,000
- Rs. 4,00,00,001 – Rs. 5,00,00,000: Rs. 28,000
- Rs. 5,00,00,001 – Rs. 6,00,00,000: Rs. 31,000
- Rs. 6,00,00,001 – Rs. 7,00,00,000: Rs. 34,000
- Rs. 7,00,00,001 – Rs. 8,00,00,000: Rs. 37,000
- Rs. 8,00,00,001 – Rs. 9,00,00,000: Rs. 40,000
- Rs. 9,00,00,001 – Rs. 10,00,00,000: Rs. 43,000
- More than Rs. 10,00,00,000: Rs. 43,000 + Rs. 30 for each lakh
6. How long does the registration process take?
The entire registration process typically takes a few weeks, depending on the completeness of the submitted documents and the approval from the OCR.
7. Can a private company be registered with only one shareholder?
Yes, a private company can be incorporated with a minimum of one shareholder and a maximum of 101 shareholders.
8. Is there a minimum paid-up capital required for registering a private company in Nepal?
No, there is no limitation on the minimum paid-up capital for a private company as per the Companies Act.
9. Where can I find more information about the company registration process in Nepal?
For detailed information, you can visit the Office of the Company Registrar's official website or consult legal professionals specializing in corporate law.