Incorporation of Company in Nepal
By Arch Legal On 28-07-2022Category : Uncategorized
Through this article, Arch Legal Services have tried to provide a brief process note on the Registration of a company in Nepal. For this, you should follow the below steps:
General Information
Governing Law: Companies Act 2006 (2063).
Authority for Registration: Office of Companies Registrar (OCR).
Categories of Companies (Under Companies Act): - (a) Private Company (Pvt. Ltd.), (b) Public Company (Ltd.), (c) Company not distributing profits.
Process to be followed
Step 1: Reservation of Company Name
The first & Foremost step to register a Company is the reservation of your company’s name. (e.g. ABC Pvt. Ltd.) For this, you need to go into the Official website of Office of Companies Registrar (OCR) and reserve the name of your company.
Step 2: Approval of your Company’s Name
Once you reserve your company’s name, Office of Companies Registrar (OCR) approves/rejects your company’s name. This shall take around a7-15 days.
Step 3: Prepare the following documents after the registration of Company Name
Once you verify that your company’s name has been approved, you need to prepare following documents:
a. Memorandum of Association (MOA)
b. Articles of Association (AOA)
c. Power of Attorney (POA)
d. Citizenship Certificate of the promoters (Notarized).
e. Agreement between shareholders. (if any)
f. BOD’s/Shareholder’s resolution if the shareholder is a company.
g. Prior approval of Department of Industry (DOI) for incorporation if in case the shareholder is a foreign investor.
h. Citizenship proving country of Citizenship (in case where foreign citizen is promoter)
i. Application to CRO for registration.
Business specific approval/license: Few of the specific businesses are subject to receive additional approvals or licenses before commencement of business activities. (eg. Bank and Financial Institutions-Nepal Rastra Bank, Insurance- Insurance Board, Travel and trekking businesses- Tourism Board, Hospitals- Nepal Medical Council, Hydropower-Electricity Regulatory Commission, etc.)
Step 3: Upload all the above listed documents in OCR Online Web System
Step 4: Visit the Office of Companies Registrar (OCR)
Once the documents are duly signed by the promoters/shareholders and uploaded in the OCR’s system, the person authorized with POA needs to visit OCR with all the documents, get the documents verified by the officer.
Step 5: Pay the registration fee. For the detail in Government Fee for Incorporation in Nepal, Please click here
Step 6: Get the registered document from OCR
Once the Registration process is done at OCR, we need to file for PAN/VAT (as per law of Nepal PAN/VAT is mandatory before Business commencement).