How to register a company in Nepal ?

The first and foremost thing required for every person or entity doing business in Nepal is registering a company in Nepal. Setting up a company in Nepal can sometimes be a daunting process. Nowadays, the business registration process can easily be carried out online via. OCR company online registration portal with the assistance of lawyer or professional accountant for the preparation and filing of essential incorporation documents.

When it comes to Nepal, the process is fairly straightforward, and entrepreneurs or investors can set up their industry or businesses in Nepal pretty easily. Coming towards the crux of the matter, the Office of Company Registrar (OCR) was established in order to regulate the formation and management of companies in Nepal. The OCR is saddled with the responsibility of registering companies in Nepal. 
Companies Act of Nepal has classified the profit making company into two types:
a) Private Company (also includes single shareholder company)
b) Public Company

Step-By-Step Process on How to Register Company in Nepal

1. Reserve a Company Name

The first step to register a company in Nepal is to get its name approval from the Office of Company Registrar (OCR). For this, check the availability of the proposed company name from the website of OCR. 
After the completion of name search, create a company user account for filling the name application form through online. A name can be rejected if it already exists, is confusing, or used the name of other country. It normally takes up to 2 to 3 days to complete the process of name approval from company registrar office in normal working days.

2. Prepare the Registration Documents (MOA, AOA etc.)

After the receipt of email notification of name approval the applicant or lawyer or chartered accountant shall prepare following documents:
i) Application for registration of the company in accordance with schedule 1 signed by promoters

ii) Two signed copies of Memorandum of Association (MOA) in the prescribed format. Special care should be taken while drafting the object clause (nature) of principal business of the company.
iii) Two signed copies of Articles of Association (AOA) int the prescribed forma.

iv) Certified copy of citizenship of Promoter (person signing the memorandum) 

v) Consensus agreement in case of private company; if any

vi) Agreement in case of public company; if any
vii) Where prior approval is required for running the business under any prevailing law then the copy of such approval 
viii) Where the 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
 ix) Power of Attorney signed by all the promoters

Also Read: 5 Startup business trends in Nepal

 

3. Prepare the Scanned Copy of Documents

The next step is to prepare the scan the signed copy of the documents prepared in step 2. The scan should be pdf document in 150 dpi. Following documents are required to be scanned:

• i) Application Form
• ii) 2 copies of Memorandum
• iii) 2 copies of Articles of Association
• iv) Notarized Citizenship copy of all Promoters
• v) Power of Attorney; if any
• vi) Other documents; if required

4. Online filing and Uploading Scanned Documents

After the documents have been duly scanned, you are required to fill a form by the online application form and fill all the necessary details relating to promoters and attach the scanned copy of documents in respective fields. Submit the online application form after properly filling the application form and uploading the scanned documents. 
The  information which you will need to present include - the name, address, citizenship no. of the shareholders and witness along with the details of first directors. You will also need to provide notarized copy of citizenship or identity documents e.g. passport, citizenship card etc.

5. Visit the Office of Company Registrar

The person authorized to carry the incorporation work shall visit the office of company registrar located at Tripureshwor, Kathmandu and submit the original copies of the documents uploaded in step 4 to the office of company registrar. The authorized person shall carry with him the original copy of MOA, AOA, Application Form, Notarized Citizenship of Promoters and Power of Attorney. 
The officer at company registrar will inspect the soft copy and hard copy of documents for any discrepancies. If there is no any discrepancies, the registrar ask the authorized person to pay the registration fee on the basis of authorized share capital in the bank counter located at OCR office or payment can be made electronically through connect ips.  

6. Issuance of Certificate of Incorporation

The following documents are issued after the registration formalities are over:

a) Certificate of Incorporation: Office of company registrar will issue the certificate. The certificate will have registration number, name of company and date of incorporation.

b) Certified copy of memorandum of association and articles of association

POST-INCORPORATION OBLIGATIONS

Once you are given your Certificate of Registration/Incorporation, there are certain things which you have to do, failure of which could involve fines:

• Applying for registration with department of commerce for trading business, application to tax office for permanent account number (PAN), VAT registration and other license; if any.
• Submission of Notice of the registered address of the company and other documents (commonly called as three monthly report)
• Every company in each year is to hold an Annual General Meeting (AGM) 
• Filing of annual returns within 6 month of end of financial year to OCR
  

   

  Also Read: Industrial Enterprises Act 2076

  
  Disclaimer
  This document meant purely for educational purpose and may be useful for students, professionals and businessman. It contains only writer understanding about the subject matter  and intended for general information only. It shall not be treated as legal or other professional advice.