Registration of Repackaging Company in Nepal is a formal legal process that every business entity engaged in repackaging activities must complete before starting commercial operations. A repackaging company in Nepal takes products manufactured by other parties and repacks them into different sizes, quantities, or packaging formats for distribution or retail sale. This business activity falls under specific regulatory frameworks that require proper company registration, tax enrollment, and industry-specific licenses. This article covers the full process, legal requirements, documents, costs, and procedures involved in registering a repackaging company in Nepal.
What is a Repackaging Company in Nepal?
A repackaging company is a business that receives goods in bulk or wholesale form and repackages those goods into smaller or consumer-ready units. These companies do not manufacture the product itself but add value through proper labeling, packaging, and distribution-ready preparation.
Common repackaging activities in Nepal include:
- Repackaging of food items such as spices, grains, and dry goods
- Repackaging of chemicals, fertilizers, and agricultural inputs
- Repackaging of cosmetics and personal care products
- Repackaging of pharmaceutical or nutraceutical products
- Repackaging of imported goods for domestic retail sale
Repackaging companies serve a key role in Nepal’s supply chain, particularly in sectors where bulk imports are redistributed for local consumption.
Legal Framework Governing Repackaging Company Registration in Nepal
The registration of a repackaging company in Nepal is governed by multiple laws and regulations. The primary laws include:
- Company Act, 2063 (2006) – Governs the incorporation and registration of private limited and public limited companies in Nepal
- Industrial Enterprises Act, 2076 (2020) – Governs the registration of industries including repackaging units
- Value Added Tax Act, 2052 (1996) – Requires VAT registration for businesses with taxable transactions above the threshold
- Income Tax Act, 2058 (2002) – Governs Permanent Account Number (PAN) registration and tax obligations
- Nepal Standard (Certification Mark) Act, 2037 (1980) – Applies to product standards and labeling
- Food Act, 2023 BS – Applies to repackaging companies dealing in food products
- Consumer Protection Act, 2075 (2018) – Governs labeling, quality, and consumer rights
All repackaging businesses must comply with these laws depending on the nature of the goods they repackage.
Types of Business Structures for a Repackaging Company in Nepal
A repackaging company in Nepal can be registered under the following business structures:
1. Sole Proprietorship (Ekla Swamitwa)
This is the simplest form of business registration in Nepal. One individual owns and operates the business. Registration is done through the local Ward Office or Department of Commerce.
2. Partnership Firm
A business owned by two or more individuals. Registration is done at the Office of Company Registrar (OCR) under the Partnership Act, 2020 BS.
3. Private Limited Company (Pvt. Ltd.)
The most common structure for repackaging businesses. It requires a minimum of one shareholder and one director. Registration is done at the Office of the Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies.
4. Public Limited Company
Suitable for large-scale repackaging enterprises. Requires a minimum of seven shareholders.
For most repackaging businesses in Nepal, registration as a Private Limited Company or obtaining an Industry Registration Certificate under the Industrial Enterprises Act, 2076 is the standard approach.
Industry Classification of a Repackaging Company
Under the Industrial Enterprises Act, 2076, a repackaging company is classified as a service industry or cottage and small industry, depending on its fixed assets and investment level.
| Industry Category | Fixed Asset Investment (Excluding Land & Building) |
|---|---|
| Micro Industry | Up to Rs. 2 million |
| Cottage Industry | Traditional tools, up to Rs. 1.5 million |
| Small Industry | Rs. 2 million to Rs. 150 million |
| Medium Industry | Rs. 150 million to Rs. 500 million |
| Large Industry | Above Rs. 500 million |
A repackaging company typically falls under Small Industry category in Nepal. Under this classification, the business must register with the Department of Industry (DOI) or the respective Province Industry Office.
Documents Required for Registration of Repackaging Company in Nepal
The documents required vary slightly depending on the business structure. For a Private Limited Company registration at the OCR, the following documents are required:
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Citizenship certificates of all shareholders and directors
- Passport-size photographs of all shareholders and directors
- Proof of company address (rent agreement or land ownership certificate)
- Tax clearance certificate of shareholders (if applicable)
- Board resolution or consent letter
For Industry Registration at the Department of Industry or Province Industry Office:
- Copy of company registration certificate from OCR
- PAN/VAT registration certificate
- Copies of citizenship certificates of owners/directors
- Details of industrial activities (repackaging type and product)
- Proof of business premises (rent agreement or ownership document)
- Environmental compliance documents (if applicable)
- Project description or business plan
For Food-Related Repackaging (regulated by the Department of Food Technology and Quality Control – DFTQC):
- Application form from DFTQC
- Company registration documents
- List of products to be repackaged
- Product label samples
- Laboratory test reports of products
- Premises inspection clearance
Step-by-Step Process for Registering a Repackaging Company in Nepal
Step 1: Name Reservation at the Office of Company Registrar (OCR)
Submit a name reservation request online at ocr.gov.np. The proposed company name must be unique and comply with the naming guidelines of the Company Act, 2063.
Step 2: Prepare MOA and AOA
Draft the Memorandum of Association and Articles of Association clearly mentioning repackaging as the primary business activity. These documents must define the objectives, share capital, and internal governance.
Step 3: Company Registration at OCR
Submit the required documents at the Office of the Company Registrar. The registration can be done online through the OCR portal or physically at the OCR office. Upon approval, the company receives a Certificate of Incorporation.
Step 4: Obtain PAN Registration
Register at the Inland Revenue Department (IRD) to obtain a Permanent Account Number (PAN). This is mandatory for all businesses in Nepal under the Income Tax Act, 2058. Registration can be done at ird.gov.np.
Step 5: VAT Registration (if applicable)
If the annual turnover of the repackaging business exceeds Rs. 50 lakhs (Rs. 5 million), VAT registration is mandatory under the VAT Act, 2052. Even below this threshold, voluntary VAT registration is possible.
Step 6: Industry Registration Certificate
Apply at the Department of Industry (DOI) for small or medium industries, or at the Province Industry Office for micro and cottage industries. The applicant must submit the application along with company documents and a description of repackaging activities.
Website: doind.gov.np
Step 7: Obtain Necessary Sector-Specific Licenses
Depending on the type of products being repackaged, additional approvals are required:
- Food License from DFTQC for food products
- Drug/Pharmaceutical License from Department of Drug Administration (DDA) for pharmaceutical items
- NEPQA/Nepal Bureau of Standards & Metrology (NBSM) approvals for standardized products
- Department of Commerce approvals for import-related repackaging
Step 8: Local Body Registration
Register the business with the respective Municipality or Rural Municipality for the Business Operating License (व्यवसाय संचालन अनुमतिपत्र). This is issued annually and is required for all businesses operating within a local body jurisdiction.
Step 9: Labor and Social Security Registration
Register with the Department of Labour and enroll employees under the Social Security Fund (SSF) as required under the Labour Act, 2074 (2017) and the Contribution Based Social Security Act, 2074.
Fees and Costs for Repackaging Company Registration in Nepal
| Registration Activity | Approximate Cost (NPR) |
|---|---|
| Name Reservation at OCR | Rs. 200 – Rs. 500 |
| Company Registration (Pvt. Ltd.) | Rs. 5,000 – Rs. 25,000 (based on capital) |
| PAN Registration | Free |
| VAT Registration | Free |
| Industry Registration (Small Industry) | Rs. 2,000 – Rs. 10,000 |
| Food License (DFTQC) | Rs. 5,000 – Rs. 50,000 (based on category) |
| Business Operating License (Local Body) | Rs. 1,000 – Rs. 10,000 (varies by municipality) |
| Legal / Notary Charges (Document preparation) | Rs. 5,000 – Rs. 20,000 |
The total cost of registering a repackaging company in Nepal typically ranges from Rs. 25,000 to Rs. 1,50,000 depending on the scale, location, and product type.
Key Regulatory Authorities for Repackaging Business in Nepal
Several government agencies oversee the operations of a repackaging company in Nepal:
- Office of the Company Registrar (OCR) – Company incorporation
- Inland Revenue Department (IRD) – Tax and VAT registration
- Department of Industry (DOI) – Industry registration
- Department of Food Technology and Quality Control (DFTQC) – Food safety and food product licensing
- Nepal Bureau of Standards & Metrology (NBSM) – Product standards
- Department of Drug Administration (DDA) – Pharmaceutical product repackaging
- Local Municipality Office – Business operating license
Compliance Requirements After Registration
After the registration of a repackaging company in Nepal, the business must maintain ongoing legal compliance:
- File annual returns with the OCR
- Submit tax returns with the IRD annually
- Renew the Industry Registration Certificate as required
- Renew the Business Operating License from the local body every year
- Maintain proper product labeling standards as per NBSM and DFTQC guidelines
- Maintain records of all repackaged goods for inspection purposes
- Comply with the Consumer Protection Act, 2075 on labeling, pricing, and quality
FAQs
1. What is the minimum capital required to register a repackaging company in Nepal?
There is no fixed minimum paid-up capital requirement for registering a private limited company in Nepal under the Company Act, 2063. However, the capital must be declared in the MOA and AOA at the time of registration.
2. Can a foreign national register a repackaging company in Nepal?
Yes, foreign nationals can invest in a repackaging company in Nepal. However, foreign investment requires approval under the Foreign Investment and Technology Transfer Act, 2075 (2019) from the Investment Board Nepal or Department of Industry.
3. Is Industry Registration mandatory for a repackaging company?
Yes. Under the Industrial Enterprises Act, 2076, all repackaging activities qualify as industrial operations and must obtain an Industry Registration Certificate from the Department of Industry or Province Industry Office.
4. How long does the registration process take?
Company registration at OCR takes approximately 3 to 7 working days after document submission. Industry registration may take an additional 7 to 15 working days. Sector-specific licenses may take longer depending on inspections.
5. Is VAT registration compulsory for a repackaging company?
VAT registration is mandatory if annual turnover exceeds Rs. 5 million under the VAT Act, 2052. Businesses below this threshold may register voluntarily to claim input tax credits.
6. What label requirements apply to repackaged products in Nepal?
Repackaged products must comply with labeling standards under the Nepal Standards Act and DFTQC regulations. Labels must include product name, weight, batch number, manufacturing and expiry date, manufacturer details, and distributor information in Nepali language.
Conclusion
The registration of a repackaging company in Nepal involves multiple steps across different government agencies. Starting from company registration at the OCR to obtaining industry-specific licenses from DFTQC or DDA, each stage must be completed in the correct sequence. Businesses must also maintain ongoing compliance with tax laws, labor laws, and product standards. Proper registration protects the business legally, enables smooth market operations, and builds consumer trust. Any business planning to operate as a repackaging company in Nepal should follow the prescribed legal framework under the Company Act, 2063, Industrial Enterprises Act, 2076, and other applicable laws.
