Company Registration in Nepal
Published on: May 21, 2024
Category: Uncategorized
Company registration in Nepal is the formal process of establishing a legal entity to conduct business activities within the country. It involves several steps, including the selection of a business structure (such as a private limited company or a public limited company), drafting the company's memorandum and articles of association, obtaining a company name approval from the Office of the Company Registrar, and submitting the required documents along with the registration fee. Once approved, the company is issued a certificate of incorporation, enabling it to operate legally and engage in commercial activities. Company registration in Nepal provides legal recognition, limited liability protection, and access to various privileges and benefits, facilitating entrepreneurship, investment, and economic growth in the country.
Description
Company Registration Procedure in Nepal
Introduction:
Company registration in Nepal is a crucial step for entrepreneurs looking to establish their businesses in the country's economy. Governed by the Companies Act 2006 (2063) and regulated by the Office of Company Registrar (OCR), the process of registration involves several steps. This article aims to provide a comprehensive guide to navigating the difficulties of company registration in Nepal, outlining the process step-by-step.
Types of Companies under Companies Act
Following Companies can be registered under Companies Act :-
1. Public Company
2. Private Company
3. Profit not distributing company
The primary difference between public and private companies lies in their ability to raise funds from the general public. While public companies can issue securities such as shares, bonds, or debentures to raise funds, private companies are restricted from doing so. Public limited companies must have a minimum of 7 shareholders with no maximum limit, whereas private companies cannot have more than 101 founder shareholders.
Profit not distributing companies can be incorporated for specific objectives such as:-
a) Developing and promoting if any profession
b) Safeguard the collective rights and interests of individuals within specific professions or occupations
c) Achieve scientific, academic, social, benevolent, or public welfare objectives without distributing dividends.
In Nepal, limited liability companies are the most common business entities particularly private limited companies, yet specific sectors like banking, financial transactions, insurance, stock exchange operations, pension funds, or mutual funds mandate registration as public companies. This requirement ensures enhanced transparency, accountability, and regulatory oversight, especially in sectors dealing with public funds or providing essential financial services.
One of the key advantages of registering a limited liability company is that the liability of shareholders is limited to the amount of their investment in the company.
Registration Procedure of Company
Step 1: Reservation of Company name at OCR
Before the establishment of company, an individual must confirm the availability of desired name. For verification they can visit The Company Registrar’s website located at https://ocr.gov.np/ . To search for a company by its Registration Number, access the URL: https://application.ocr.gov.np/faces/CompanyDetails.jsp. And for registration visit the ink below: https://application.ocr.gov.np/CRO/faces/OnlineUserLogin.jsp . Following this, a brief form must be filled, create username/password and see if desired company name has already been claimed or not.
Step 2: Submission of Hard copy Documents at OCR
Following the validation of the company name through the provided process, individuals should proceed to submit the necessary paperwork for company registration in Nepal, as detailed above. It is advised to prepare the Memorandum of Association and Articles of Association in accordance with the Company Act 2063 to ensure legal compliance.
Step 3: Examination of Submitted documents at OCR
After the paperwork is filed, the Office of the Company Registrar conducts a thorough review to ensure the coherence of the company's objectives, the authenticity of shareholder signatures, and compliance with the Company Act 2063. If any significant mistakes or discrepancies are identified, the individual is promptly notified and required to rectify the errors.
Step 4: Issuance of Company Registration Certificate by the Office of Company Registrar
Once OCR examination has been successfully completed, the office shall issue a Certificate of Company’s Registration to provide legal validation to the Company.
Step 5: PAN/VAT Tax registration at Inland Revenue Department
After receiving Company Registration Certificate ,obtaining Permanent account number(PAN) is necessary. PAN serves as a serves as the authoritative identifier for tax and VAT payments at the Inland Revenue Department.
Time for registration of Company
In Nepal, for online company registration of new company time required is 7-10 days.
Documents required for Company registration in Nepal
Folowing are the documents required for registration of company in Nepal:
1. Application for registration | 1 set original |
2. Memorandum of association and articles of association of the proposed company | 2 sets original each |
3. In case of Nepalese promoter citizenship certificate / passport in case of foreign promoter | 1 copy |
4. Agreement among shareholder’s (if any) | 1 copy |
5. If the shareholder is company, copy of certificate of registration and other registration documents (memorandum of association, articles of association) | 1 copy |
6. If the shareholder is a company, resolution of the shareholder | 1 copy |
7. In case the shareholder is a foreign investor, copy of prior approval of the DOI | 1 copy |
Minimum Investment Required
Minimum investment required for a private Company is Rs. 100,000 and for Public Company is Rs. 1,000,000.
Government fee for registration of Company in Nepal
The Nepal Government has waived the registration fees for financial year 2080/81 and hence you will not have to pay any registration fees if you register a company this year.
Business Specific Approval/licenses
Businesses in regulated sectors such as banking and financial institutions, hydropower, travel and trekking, hospitals, among others, must secure additional approvals or licenses before they can begin their operations.
Tax Registration
Before commencing business operations in Nepal, every company must obtain either a PAN (Permanent Account Number) or VAT Registration certificate from the Inland Revenue Department, depending on the value of the annual transactions of the business. The process of company registration necessitates having a sufficient means of tax payment through a PAN Number.
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Rabin Dhakal and Associates, Chartered Accountants
Kathmandu, Nepal.
rabindhakalassociates@gmail.com
rdhakalassociates.com
Whatsapp / Viber: +977-9851232718