How to Register a Private Limited Company in Nepal: Step‑by‑Step Guide, Legal Requirements, and What to Check Before You File (2026)

The Companies Act, 2063 (2006) remains the core legislation governing private limited companies in Nepal. Under that Act a private limited company must have at least two shareholders, at least one director who is a resident of Nepal, a registered office in the country, and a minimum authorized capital of NPR 100,000. The paid‑up capital may be lower at incorporation but is expected to reach the authorized amount once the company starts operations. Any amendment to the Act would be published in the Nepal Gazette, so checking the Gazette or the Office of the Company Registrar (OCR) website is the safest way to confirm the current rules.

Fees and charges

The OCR publishes its fee schedule each fiscal year through a gazette notice. The most recent notice that was publicly accessible at the time of writing covered fiscal year 2082/83 (mid‑2025 to mid‑2026). Because a new notice for fiscal year 2083/84 (mid‑April 2026 – mid‑April 2027) may have been issued after this article was prepared, you should verify the current fee schedule on the OCR website before filing. Fees typically cover name reservation, incorporation filing, stamp duty on the memorandum and articles, and a service charge for electronic submission, but the exact amounts can change from year to year.

Typical processing times

According to the OCR citizen charter, name approval is normally completed within a few working days of a complete application, and the certificate of incorporation is usually issued within a few working days after the incorporation documents are accepted, provided no objections arise. In practice, many applicants receive the certificate in a similar timeframe when the filing is done online and all paperwork is in order. Delays can occur if the proposed name resembles an existing entity or if the submitted documents need clarification.

Step‑by‑step registration process

1. Name reservation

Log in to the OCR portal, fill the name‑availability form, and pay the reservation fee. The system checks the database instantly; if the name is free you receive a reservation letter valid for 30 days.

2. Prepare incorporation documents

Draft the memorandum of association and articles of association in the prescribed format. Both documents must be signed by all promoters in the presence of a notary public. Attach copies of citizenship certificates (or passports for foreign promoters), a recent utility bill for the registered office address, and a board resolution appointing the first directors.

3. Submit the application

Upload the scanned documents through the OCR portal or deliver hard copies to the OCR office in Kathmandu. Pay the incorporation filing fee and stamp duty online. The portal generates an acknowledgment receipt with a tracking number.

4. Obtain the certificate of incorporation

Once OCR verifies the paperwork, it issues the certificate electronically. Download the PDF; it serves as legal proof of existence.

5. Post‑incorporation compliance

Within 30 days of incorporation, apply for a Permanent Account Number (PAN) at the Inland Revenue Department (IRD). If your projected annual turnover exceeds the current VAT threshold, register for Value Added Tax (VAT) at the same time. Both registrations are done through the IRD’s Taxpayer Portal and require the incorporation certificate, PAN of the promoters, and a lease agreement for the business premises. Because the VAT threshold can change, confirm the latest figure with the IRD before you apply.

Authoritative sources to consult

• Office of the Company Registrar – official gazette notices and the OCR citizen charter (www.ocr.gov.np)
• Inland Revenue Department – circulars on PAN and VAT registration procedures (www.ird.gov.np)
• Ministry of Industry, Commerce and Supplies – any sector‑specific licensing updates (www.moics.gov.np)

If you cannot locate the latest fee gazette, note the uncertainty in your records and verify the numbers before filing. The steps above reflect the current legal framework and the most recent publicly available information; they should get you to a functioning private limited company in Nepal with minimal surprises.