Introduction
Company registration in Nepal requires specific fees as mandated by the Companies Act 2063 and Office of Company Registrar (OCR) regulations. The registration fees vary significantly based on company type, authorized capital, and business structure. Understanding these fee structures helps entrepreneurs plan their investment and comply with Nepal’s corporate registration requirements effectively.
Registration Fee Structure for Different Company Types
Private Limited Company Registration Fees
Authorized Capital RangeRegistration Fee (NPR)Additional ChargesUp to NPR 100,0001,000Publication: 500NPR 100,001 - 500,0002,000Publication: 500NPR 500,001 - 1,000,0003,000Publication: 500NPR 1,000,001 - 5,000,0005,000Publication: 500NPR 5,000,001 - 10,000,00010,000Publication: 500Above NPR 10,000,0000.1% of authorized capitalPublication: 500
Public Limited Company Registration Fees
Authorized Capital RangeRegistration Fee (NPR)Additional ChargesUp to NPR 1,000,0005,000Publication: 1,000NPR 1,000,001 - 10,000,00010,000Publication: 1,000NPR 10,000,001 - 50,000,00025,000Publication: 1,000NPR 50,000,001 - 100,000,00050,000Publication: 1,000Above NPR 100,000,0000.05% of authorized capitalPublication: 1,000
Branch Office Registration Fees
Investment AmountRegistration Fee (NPR)Annual Renewal FeeUp to USD 50,0005,0002,500USD 50,001 - 200,00010,0005,000USD 200,001 - 500,00015,0007,500Above USD 500,00025,00012,500
Project Office Registration Fees
Project ValueRegistration Fee (NPR)Annual Renewal FeeUp to USD 100,0002,5001,250USD 100,001 - 500,0005,0002,500USD 500,001 - 1,000,00010,0005,000Above USD 1,000,00015,0007,500
Requirements for Company Registration
Legal Framework Requirements
The Companies Act 2063 establishes fundamental requirements for company registration in Nepal. All companies must comply with minimum capital requirements, director qualifications, and registered office provisions. Foreign investment companies must additionally satisfy Foreign Investment and Technology Transfer Act (FITTA) 2075 requirements.
Capital Requirements by Company Type
Private Limited Companies require minimum authorized capital of NPR 100,000 with at least 25% paid-up capital. Public Limited Companies need minimum NPR 10,000,000 authorized capital with 25% paid-up requirement. Branch offices must demonstrate parent company’s financial capacity and investment commitment as per Department of Industry guidelines.
Director and Shareholder Qualifications
Companies must have minimum two directors for private companies and three for public companies. At least one director must be Nepali citizen as mandated by Companies Act 2063, Section 88. Foreign directors require valid visa status and Nepal Rastra Bank approval for investment exceeding prescribed limits.
Detailed Registration Process
Step 1: Name Reservation and Approval
Submit company name application to Office of Company Registrar with three alternative names. The OCR verifies name availability against existing registrations and trademark conflicts. Pay NPR 100 name reservation fee and obtain approval certificate valid for 35 days. Ensure proposed name complies with Companies Regulation 2064 naming conventions and doesn’t conflict with government entities.
Step 2: Prepare Constitutional Documents
Draft Memorandum and Articles of Association according to Companies Act 2063 requirements. Include company objectives, share capital structure, director powers, and shareholder rights. Engage qualified legal counsel to ensure compliance with sectoral regulations and foreign investment laws. Constitutional documents must specify registered office address within Nepal’s territorial jurisdiction.
Step 3: Capital Verification and Bank Account
Open company bank account with minimum 25% paid-up capital deposit. Obtain bank certificate confirming capital deposit as required by Companies Act 2063, Section 19. For foreign investment, secure Nepal Rastra Bank approval and comply with foreign exchange regulations. Submit capital verification documents to OCR with registration application.
Step 4: Submit Registration Application
File complete registration application with OCR including constitutional documents, capital verification, and director consent letters. Pay applicable registration fees based on authorized capital amount. Submit required supporting documents including citizenship certificates, passport copies, and registered office lease agreement. OCR reviews application within prescribed timeframe.
Step 5: Obtain Registration Certificate
Receive company registration certificate upon OCR approval and fee payment. The certificate confirms legal entity status and authorization to commence business operations. Register with relevant tax authorities within 30 days as mandated by Income Tax Act 2058. Obtain necessary business licenses and permits before starting commercial activities.
Documents Required for Registration
Mandatory Documentation
All companies must submit Memorandum and Articles of Association drafted according to Companies Act 2063 format. Director consent letters with citizenship certificates or passport copies for foreign directors are essential. Registered office lease agreement or ownership certificate establishes legal address requirement.
Financial Documentation
Bank certificate confirming minimum paid-up capital deposit is mandatory for all company types. Audited financial statements of parent company required for branch office registration. Investment commitment letter from foreign investors must accompany FDI applications exceeding threshold limits.
Additional Requirements for Foreign Investment
Nepal Rastra Bank approval necessary for foreign investment exceeding USD 500,000 or prescribed sectoral limits. Parent company incorporation certificate and good standing certificate from home country required. Technology transfer agreement if applicable under FITTA 2075 provisions.
Time Frame and Associated Costs
Standard Processing Timeline
Private Limited Company registration typically completes within 7-15 working days from complete application submission. Public Limited Company registration requires 15-30 working days due to additional scrutiny requirements. Branch office registration takes 30-45 working days including regulatory approvals.
Total Cost Breakdown
Registration costs include government fees as per prescribed schedule, publication charges in Nepal Gazette, and professional service fees. Additional costs encompass legal documentation, translation services for foreign documents, and regulatory compliance expenses. Budget 15-25% additional amount for miscellaneous expenses and expedited processing.
Expedited Processing Options
OCR offers fast-track registration service with 50% additional fee for urgent applications. Priority processing available for investment projects exceeding NPR 10 million authorized capital. Same-day service possible for simple private company registrations with complete documentation.
Post-Registration Compliance Obligations
Annual Filing Requirements
Companies must file annual returns with OCR within 60 days of financial year-end as per Companies Act 2063, Section 110. Audited financial statements submission mandatory for companies exceeding prescribed turnover limits. Director change notifications required within 15 days of appointment or resignation.
Tax Registration and Compliance
Register with Inland Revenue Department for tax identification number within 30 days of incorporation. Obtain VAT registration if annual turnover exceeds NPR 2 million threshold. Comply with advance tax payment requirements and quarterly return filing obligations under Income Tax Act 2058.
Ongoing Regulatory Obligations
Maintain statutory registers including member register, director register, and charge register at registered office. File change notifications for capital alterations, registered office changes, or constitutional amendments. Branch offices must submit annual activity reports to Department of Industry and renew registration annually.
Frequently Asked Questions
What documents are required for company registration in Nepal?
Required documents include Memorandum and Articles of Association, director consent letters, citizenship certificates, bank capital verification certificate, registered office lease agreement, and passport copies for foreign directors.
How long does company registration take in Nepal?
Private limited company registration takes 7-15 working days, public limited companies require 15-30 working days, while branch offices need 30-45 working days for complete registration process.
Where can companies register in Nepal?
Companies register at Office of Company Registrar in Kathmandu or authorized provincial offices. Branch offices register with Department of Industry after obtaining OCR approval for parent company.
What are the minimum capital requirements for different company types?
Private limited companies need NPR 100,000 minimum authorized capital, public companies require NPR 10,000,000, while branch offices must demonstrate adequate parent company financial capacity and investment commitment.
How much does company registration cost in Nepal?
Registration costs vary from NPR 1,000-50,000 based on authorized capital for domestic companies, while branch offices pay NPR 5,000-25,000 depending on investment amount plus annual renewal fees.
