Company Registration Procedure in Nepal: A Step-by-Step Guide

Registering a company in Nepal is a sequence of steps across two or three government offices. None of them is difficult on its own; delays come from arriving at one office with paperwork the previous office should have stamped. This guide walks the path in order.

Step one: reserve the name

Registration begins at the Office of the Company Registrar (OCR), where you propose a company name through the online portal. Names are rejected more often than founders expect, usually for similarity to an existing company. Propose two or three alternatives at once to avoid a week of back-and-forth.

Step two: prepare the constitutional documents

A private limited company needs a memorandum of association and articles of association, signed by every founding shareholder. These documents decide how your company is actually governed: share classes, transfer restrictions, board powers. Treat them as decisions, not formalities; changing them later requires a special resolution and a fresh filing.

Step three: registration, PAN, and what follows

With the name reserved and documents in order, OCR issues the certificate of incorporation, typically within a week. The company then registers for a Permanent Account Number (PAN) at the Inland Revenue Office, and for VAT if turnover or the nature of business requires it. Businesses in regulated sectors may need an additional licence from the line ministry before trading.

After incorporation, the obligations begin: annual returns to OCR, tax filings, and board records. Most penalties we see are not for wrongdoing but for missed routine filings. A calendar, set up in the first week, prevents nearly all of them.