Most founders arrive in Nepal expecting the hard part to be the registration itself. In practice, the registration is the easy part. It usually takes days. What surprises people is everything around it: clearing a name that satisfies the registrar, opening a corporate bank account, and, for foreign investors, a separate investment approval that sits before the company can even be incorporated.
This guide explains the whole picture in plain terms, so you know what you are committing to before you start.
Quick answer
A private limited company is registered at the Office of the Company Registrar (OCR) under the Companies Act, 2063. For a straightforward domestic company, the paperwork is light, the government fees are modest, and incorporation can be done in days once the name is cleared. Add PAN and VAT, a bank account and any sector licence, and the realistic timeline is three to six weeks. If there is foreign investment involved, a further approval stage applies before incorporation, and we cover that separately in our guide for foreign investors.
Which company type fits you?
The structure you choose affects cost, compliance and how easily you can raise money later. Most businesses fall into one of four buckets.
A private limited company is the default. Shareholders' liability is limited, the company is a separate legal person, and the number of shareholders is capped, with no public offering. It suits virtually every startup, trading business, consultancy and foreign subsidiary.
A public limited company is for larger businesses that intend to raise capital from the public. The regulation and reporting are heavier, so it rarely makes sense at the start.
A not-for-profit company is used for non-profit objectives. This is different from the NGO route, which is governed by separate social-welfare law.
A branch or liaison office lets a foreign company operate in Nepal without incorporating a local subsidiary. A branch can trade; a liaison office cannot. Both need approval from the Department of Industry first.
The registration process, step by step
Name clearance. The proposed name is submitted to the OCR for availability. Names that are too close to an existing company, or that mislead, are rejected, which is the most common reason founders are sent back to the start. It is worth preparing two or three alternatives.
Draft the constitutional documents. The memorandum and articles of association set out the name, objectives, capital, shareholders and governance. These documents govern how the company runs, so the drafting deserves attention now, not later when a dispute forces the question.
Filing and registration. The incorporation application and documents are filed with the OCR. Once approved, the certificate of incorporation issues and the company exists as a legal person.
Tax registration. The company obtains a Permanent Account Number from the Inland Revenue Office and registers for VAT if it expects to cross the turnover threshold.
Bank account. The corporate bank account is opened, and where foreign investment is involved, the capital is remitted through banking channels and recorded at Nepal Rastra Bank.
Sector approvals. If the business is an industry, it registers with the Department of Industry. Sector licences, such as those for tourism or education, are obtained where they apply.
What it costs
The government side is genuinely modest: a name-clearance application fee, a registration fee based on authorised capital, and a small PAN registration charge. Authorised capital drives the registration fee, and setting it higher than you need means paying more for no benefit.
The larger line item is professional fees. These vary with the capital structure, the drafting required, and the sector approvals involved, and we agree them up front before any work starts. For a foreign-owned company, the separate investment approval adds both time and cost to the file.
How long it takes
| Stage | Realistic duration |
|---|---|
| Name clearance | One to three days |
| Document preparation | Three to seven days |
| Registration at the OCR | A few days to two weeks |
| PAN and VAT | One to two days |
| Bank account | Three to five days |
| Total | Three to six weeks |
Foreign investment cases run longer, because the approval stage comes first. Expect several weeks to a couple of months depending on the sector.
Documents you will need
- Citizenship, passport or company documents for every shareholder and director
- The proposed company name and registered office address
- The memorandum and articles of association
- Details of authorised and issued capital
- Identification and PAN details of the directors
- For a foreign parent, a board resolution authorising the subsidiary
A worked example
Two founders, one based in Kathmandu and one in Dubai, want to set up an IT services company. Because the Dubai founder is a foreign investor, the process starts not at the OCR but at the Department of Industry, where the investment is approved. Only then is the company incorporated, capital is remitted through banking channels and recorded at Nepal Rastra Bank, and PAN and VAT follow. The Kathmandu founder's citizenship documents handle the local side, while the Dubai founder's documents are apostilled and translated. Had they incorporated first in the belief that registration came before approval, they would have had to redo the memorandum to match an approval that arrived later.
Life after incorporation
Incorporation is the beginning of compliance, not the end. The company must keep statutory registers, hold board and general meetings, maintain share records, and file annual returns. This is the work that quietly slips in year one, and it is exactly when slip-ups become expensive to correct. Putting the statutory calendar in place early avoids that.
Frequently asked questions
How long does it take to register a company in Nepal? Once the name is cleared and documents are ready, registration itself is quick. The full set-up, including PAN, VAT, the bank account and any sector approvals, is realistically three to six weeks.
Can one person own a company? Yes. A private limited company can be formed with a single shareholder.
Is there a minimum capital requirement? There is no fixed minimum for an ordinary private company. Capital should be realistic and aligned with the business, and higher authorised capital means higher registration fees.
Can a foreigner register a company in Nepal? Yes, but a foreign investor needs approval under the foreign investment law before incorporation. See our FDI guide for the full sequence.
What is the difference between authorised and issued capital? Authorised capital is the maximum the company may issue; issued capital is what shareholders have actually subscribed. The registration fee follows authorised capital.
Do I need to be physically present? Not necessarily. A power of attorney lets a representative file on your behalf, though banking formalities often require the directors in person.
What happens if I ignore annual compliance? Late filings attract penalties, and persistent non-compliance can lead to the company being struck off. It is far cheaper to keep the calendar current than to fix a lapse later.
How Pluto Associates can help
We prepare and file company registrations at the OCR, draft the memorandum and articles, and manage the post-incorporation steps including PAN, VAT and year-one compliance. If you would like a clear view of your own situation, contact our team for a consultation, message us on WhatsApp, or call +977 9802356987. We will tell you what is possible, what it costs, and how long it takes.