With registration, your business can open bank accounts, sign contracts, and build trust. The process may sound complicated at first, but once broken down, it becomes clear and entirely manageable.
Step 1: Decide on the company type. Nepal’s Company Act (2063 B.S.) allows for four main types: Private Limited, Public Limited, Non-Profit Distribution, and Foreign Company.
| What is a Private Limited Company?
A company with a minimum of 1 and a maximum of 101 shareholders, where the shares are not offered to the public, and any transfer of shares requires prior approval from the board. |
Step 2: Reserve your company name in the Office of the Company Registrar (OCR) portal. The names must be unique, in English and Nepali, and ensure that it is free from restricted prefixes — such as ‘The’, ‘New’, etc.. Once approved, the company registration process must be completed in 35-90 days.
Step 3: Prepare the Memorandum of Association (MOA) and Articles of Association (AOA), which define your company’s purpose, operation, and internal rules. The documents must be signed by promoters on every page with thumbprints and witnesses.
| Memorandum of Association (MOA)
A legal document that defines the company’s purpose and its scope of activities. It sets out the company name, registered office, share capital, objectives, and liability of its members. Essentially, it tells what the company is formed to do. Articles of Association (AOA) AOA is the guideline or rulebook that governs the internal management and day-to-day operation of the company. It outlines the rights and duties of shareholders, how the meeting is conducted, and other procedures. |
Required documents:
- Application form (as per OCR format)
- MOA & AOA
- Citizenship copies of all shareholders and directors
- Shareholder’s agreement
- Registered office address
The application is filed through OCR’s CAMIS system by uploading the necessary documents and paying fees based on authorized capital. After which the OCR verifies the details and issues the Certificate of Incorporation.
Post-Registration
Registering your company is just the beginning. Now it’s time to complete the formalities that turn this paper entity into a functioning business.
1. Register with local ward
Every business must be registered in its municipality. For this, you’ll need to carry the same set of documents used for PAN registration. Additionally, the rental income tax payment receipt is required. You will also have to pay yearly business tax—the amount is subject to the nature of your business.
Required Documents:
- Application letter
- Company Registration Certificate
- MOA and AOA
- Rent Agreement & Land Ownership Certificate
- Photocopy of Director’s Citizenship Certificate
- Company Stamp
2. Get your Permanent Account Number (PAN)
Think of PAN as your business tax identity—without it, you can’t pay your tax, open a bank account, or issue a legal invoice.
Start by visiting the IRD (Internal Revenue Department) portal, fill out the online form, print it, and submit it with the required documents at the nearest IRD office. The business representative will also need to provide biometrics. Once approved, you will receive your PAN certificate.
Required Documents:
- Company registration certificate
- Online form filled out at the IRD website with a stamp
- MOA and AOA
- Personal PAN card of one shareholder and two passport-size photos
- Photocopy of the citizenship of all shareholders
- Company Stamp
- Copy of the minutes
- Rent Agreement or house ownership document of the business location
- Copy of the citizenship of the landlord/Receipt of payment of any government service by the landlord (electricity, water supply, etc.)
2. VAT Registration (if required)
There are certain conditions your business is required to mandatorily register in VAT. For instance, if your annual sales exceed NRs 50 lakh (goods) or NRs 30 lakh (services) or for certain business categories such as cigarette and tobacco product manufacturers; construction businesses; importers of any goods; professional service providers (e.g., lawyers, accountants, consultants) and media and advertising companies.
You will however be automatically registered to VAT while registering for the PAN with your 9-digit PAN number serving as the VAT Number.
5. Open a bank account
With PAN in hand, the next step is to open a bank account. This is not just a legal formality, but a necessary step to separate personal and business transactions, which helps track expenses, income, and taxes accurately.
Required Documents
- Copy of company registration, PAN/VAT certificate, MOA & AOA
- Duly filled application
- Rent agreement for the office
- Citizenship copies of all shareholders
- Passport-sized photos of all shareholders
- Duly filled KYC forms
6. Enroll your employees into Social Security Fund (SSF) enrollment
If your company hires employees, registering with SSF becomes legally mandatory. It provides social protection to your employees and fulfills your employer obligations. For this, go to the SSF portal and create an employer account, fill in employer and employee details, upload required documents, and receive the SSF certificate within 7-10 days. Contributions to SSF start right away: 20% from the employer side, and 11% is deducted from the employee’s salary.
Required Documents:
- Company, PAN, VAT certificates
- Appointment letter
- Employee Details
7. Post-registration filling in OCR
After registering the company, a few filings must be made to ensure legal compliance.
Within the first three months, you need to formally report your office location in OCR and place your company nameplate outside your office premises.
As founders deposit their promised share capital, the allotment details also must be provided within the same period. Additionally, auditors and directors must be appointed early on, and their details must be provided to OCR within 15 days.
Once the share capital has been collected from shareholders in the company’s bank account, the business is required to obtain share certificates (share lagat) from the OCR. These certificates prove shareholders have paid for their shares and legally own a part of the company.
Even after registration, your company must maintain proper accounting records from day one. Businesses are required to record all financial transactions (income, expenses, purchases, and sales), in line with the Nepal Financial Reporting Standard (NFRS) and other requirements from IRD and OCR. If your business is VAT registered, then you will need to periodically submit a VAT sales and purchase register, which may require approval from the IRD.
At the end of each financial year, your company needs to audit your accounts and financial statements and submit them to the IRD by the end of Ashoj. These reports must be signed by a registered auditor, your company director, and the accountant, and uploaded at the IRD portal.
By the end of Poush, you’ll also need to submit the same audited financials along with the minutes of your AGM to the OCR. These steps are important to show that your company is staying compliant and meeting its legal obligations.
