Complete Guide on Company Registration in Nepal with stepwise guidance (2020)
“How to Register a company in Nepal?” This is the first question that might come in your mind when thinking about starting a business in Nepal. We have prepared a simplified article to guide you through each steps of company registration in Nepal. For establishing a new company in Nepal, you need to go through a series of processes. It is important to know each and every steps involved in new company formation even if you are hiring professionals to carryout this task.
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.
First, let us know what a Company is and what are the different types of company structures or types that can be registered in Nepal.
Under the Companies Act, the following types of companies can be registered:
a) Private company;
b) Public company; and
c) Profit not distributing company
Difference between Private Limited and Public Limited Companies
The basic difference between public companies and private companies is the ability to raise the fund from the general public. Public companies can raise the fund from the general public by issuing securities such as shares, bonds or debentures. However, the private companies are restricted from collecting the fund by offering the shares in such a manner. Similarly, a public company should have a minimum of 7 shareholders with no maximum limit. Private company can have between 1-101 shareholders.
Profit Not Distributing and Not For Profit companies
Similarly, according to OCR Nepal, profit not distributing companies can be incorporated for the following objectives:(a) development and promotion of any profession;(b) protection of collective rights and interests of the persons engaged in a specific profession or occupation; and (c) for the attainment of any scientific, academic, social, benevolent or public utility or welfare objective on the condition of not distributing dividends.
Limited liability companies are the most common forms of business vehicles in Nepal. Among them, private limited company is commonly registered business vehicle in Nepal. A company carrying business relating to banking and financial transaction, insurance, stock exchange, pension fund or mutual fund needs to be compulsory registered as a public company. Other private business of any nature can be registered as Private Limited companies at OCR.
Steps for Company Registration in Nepal
- Reserve a company Name
- Prepare Prabandhapatra (Article of Association) and Niyamawali (Article of Memorandum)
- Upload all documents in the Portal of OCR
- After approval of documents by OCR officers, submit two copies of printed documents
- Receive the final documents (certificate, letters, prabandapatra, niyamawali) issued by OCR
Reserve a company Name
Create an account on the official website of Office of Company Registrar (OCR) Nepal. You need a valid email address and Phone number to create an account on OCR. Once the name is applied, you need to wait for the approval. Generally the name is approved or disapproved within 14 days of submission.
Prepare Prabandhapatra (Article of Association) and Niyamawali (Article of Memorandum)
These are the core documents required for company registration. Make sure to include all the necessary information required.
Typically AOA will include name of company, address, objectives of the proposed company, structure of Capital (Authorized, issued and Paid up) and other vital information like limitiation of Liability and etc. AOM or Niyamawali contain information like name, address of company, rules on meetings, rules about shares and such.
Since these documents are the main assets of the company, we suggest to prepare them carefully. Do not rely on inexperienced professionals prepare these documents. If you don’t have a competent lawyer or professional to carry out this work please make sure to have one before starting the process. A minor mistake or inconsistency might cause a great deal of trouble later. So, better to be careful in the beginning.
Upload all the documents in the Online portal of OCR
After approval of name, upload the documents through your dashboard at ocr.gov.np You need to upload the following documents:
- Prabandhapatra (Article of Association)
- Niyamawali (Article of Memorandum )
- Application Letter (no stamp is required)
- Authority Letter (if any)
- Citizenship Certificates of all Shareholders
After approval of documents by OCR officers, submit two copies of printed documents
After you get the notification of approval from OCR, take two printed copies of AOA and MOA and submit it to the related officer along with the voucher of payment made to the government for Rajaswa of company registration. Make sure to take original or notarized citizenship documents with you. For registering a new company in Nepal, you need to submit the original identification document. If you are giving authority to someone else, you can also provide them with the notarized copy.
Receive the final documents (certificate, letters, AOA, AOM) issued by OCR
OCR will provide you a certificate, signed and stamped AOA and AOM, letters to other government authorizes, a letter containing reserved PAN number and receipt of Rajaswa amount. Ensure that everything is correct. Before leaving make sure to confirm Name and other details in the certificate are correct.