Registering a private limited company in Nepal today runs almost entirely through the Office of the Company Registrar’s (OCR) CAMIS portal — no more standing in line with a stack of paper. But “I registered on CAMIS” is only the first of several steps a founder actually needs to take before a business is fully operational and compliant.
This guide walks through the complete process: choosing a structure, reserving a name, preparing your MOA and AOA, submitting your CAMIS application, paying OCR’s fee, and then — critically — everything that comes after your Company Registration Certificate: PAN, VAT (if applicable), Ward registration, sector licenses, a bank account, and ongoing annual compliance.
Quick Answer
How do I register a company online in Nepal? Create an account on the OCR’s CAMIS portal (camis.ocr.gov.np), reserve your company name, prepare your Memorandum of Association (MOA) and Articles of Association (AOA), submit your incorporation application with supporting documents, pay the applicable OCR fee (based on your authorized capital), and wait for OCR review and approval. Once approved, you receive a digital Company Registration Certificate — after which you still need to register for PAN with the IRD, open a bank account, and complete any Ward or sector-specific registrations before you can fully operate.
Company Registration in Nepal at a Glance
What Is a Private Limited Company in Nepal?
A private limited company (Pvt. Ltd.) is a separate legal entity from its owners, formed under the Companies Act, 2063. Once incorporated, the company itself — not the individual shareholders — owns its assets, signs contracts, and is legally responsible for its own debts and obligations.
Key characteristics:
- Separate legal entity: the company can own property, sue, and be sued in its own name, independent of its shareholders.
- Limited liability: shareholders are generally liable only up to the amount unpaid on their shares, not their personal assets. This is a major reason founders choose incorporation over a sole proprietorship.
- Shareholders own the company through shares.
- Directors manage and govern the company — the same person can be both a shareholder and a director, particularly in small or single-founder companies.
- Restricted share transfer: unlike a public company, a private company’s shares cannot be freely offered to the public; transfers are typically restricted to existing shareholders or as agreed among shareholders.
- Naming convention: a private company’s name must end with “Private Limited” (or the Nepali equivalent).
A private limited company is legally and practically different from a sole proprietorship, where there is no separation between the owner and the business — the owner’s personal assets and the business’s assets and liabilities are one and the same.
Why Register a Pvt. Ltd. Company?
Practical reasons founders choose incorporation over a sole proprietorship or partnership:
- Multiple founders who want formal, documented ownership stakes
- Outside investment — most investors expect to invest in a company with issued shares, not a sole proprietorship
- Limited liability to separate personal and business risk
- Formal corporate structure that’s easier for banks, larger clients, and institutional customers to work with
- Hiring at scale, since a company structure supports formal employment contracts, payroll systems, and benefits administration
- Contracts with institutional customers, many of whom require dealing with a registered company rather than an individual
- Future fundraising, since shares can be issued to new investors
- Ownership/share transfers that are cleaner to document than transferring an unincorporated business
- Expansion plans, including eventually converting to a public company if growth requires it
That said, a sole proprietorship can be entirely appropriate for a solo freelancer or a very small operation that doesn’t need outside investment, formal share ownership, or the added compliance overhead (annual returns, audits, AGMs) that comes with a company structure. There’s no single “correct” answer — it depends on your growth plans, risk tolerance, and administrative capacity.
Private Company vs Other Business Structures
The rest of this guide focuses specifically on private limited company registration, the most common structure for entrepreneurs and small-to-medium businesses in Nepal.
Who Can Register a Private Limited Company?
- Nepalese individuals — any Nepali citizen meeting basic legal eligibility (generally being of legal age and not otherwise disqualified under the Companies Act) can be a shareholder and/or director.
- Corporate shareholders — an existing company can hold shares in another company, subject to standard documentation requirements.
- Non-Resident Nepalis (NRNs) — recent amendments have reportedly simplified procedures for NRNs to invest in and promote private companies.
- Foreign investors — foreigners and foreign companies can invest in and register Nepali companies, but this is not a simple walk-through-CAMIS process; it requires separate approval under Nepal’s foreign investment framework before or alongside OCR registration (see the dedicated section below).
- Single founder — Nepal’s Companies Act permits a private company with just one shareholder and one director, making solo incorporation legally straightforward.
- Multiple founders — private companies can have multiple shareholders and directors, up to the maximum permitted for a private company.
Every numerical requirement here (minimum age, disqualification criteria, maximum shareholders) is set by the Companies Act and its amendments — confirm the current wording with OCR or a corporate lawyer if your situation is anything other than straightforward.
Shareholders and Directors
How Many Shareholders and Directors Are Required?
- Minimum shareholders: 1 — the Companies Act, 2063 permits single-shareholder private companies (sometimes called single-member companies), governed by specific provisions (Sections 152–153 relating to single shareholder companies are commonly cited).
- Maximum shareholders (private company): commonly reported as 101 under the Companies Act, 2063 (amended up from 50) — confirm the current statutory wording via the Nepal Law Commission or CAMIS before relying on this figure. Last verified: September 27, 2026.
- Minimum directors: 1 — since the Companies Act permits single-director private companies.
- Board structure: private companies generally have more flexibility in board composition than public companies, which face stricter requirements (a minimum number of directors, at least one independent director, and other governance rules).
- Shareholder/director overlap: the same individual can be both the sole shareholder and the sole director of a single-founder private company.
- Female director representation: some current sources report a requirement that companies with female shareholders must have at least one female director — confirm applicability to your company structure.
- Nepal-resident director: some sources report a requirement for at least one director to be ordinarily resident in Nepal — this is particularly relevant for companies with only foreign directors, and should be confirmed before finalizing your board.
- Foreign shareholders/directors: permitted, but foreign shareholding typically triggers the foreign investment approval process described later in this guide — simply naming a foreigner as a director or shareholder on your CAMIS application without that separate approval is not sufficient where foreign investment rules apply.
Shareholder vs Director
These are two different roles, and it’s worth being precise about the distinction:
- Shareholder — owns shares in the company and has ownership rights (dividends, voting on certain matters, share transfer rights) but doesn’t necessarily manage day-to-day operations.
- Director — sits on the board and participates in managing and governing the company, regardless of whether they personally hold shares.
A person can be both, especially in small companies, but the roles carry different legal duties and are treated separately in the company’s statutory registers.
Choosing a Company Name
How to Choose and Reserve a Company Name in Nepal
Before you can register, OCR must approve your proposed company name. Key rules and considerations, based on current guidance:
- Availability: your proposed name cannot be identical or deceptively similar to an existing registered company name.
- Prohibited/restricted terms: names suggesting a connection to government bodies, using restricted or regulated words (banking, insurance, etc. without proper licensing context), or otherwise misleading the public are typically rejected.
- Misleading names: a name implying a scope of business, government affiliation, or legal status the company doesn’t actually have can be refused.
- Bilingual submission: current guidance indicates the proposed name must be submitted in both English and Nepali.
- Multiple alternatives: some current sources recommend submitting several alternative names (commonly three) in case your first choice is rejected.
- Naming convention: the name must end with “Private Limited” for a private company.
- Name reservation fee and validity: current sources report a modest fee (commonly cited in the range of NPR 100–500) and a reservation validity period (commonly cited as around 35 days — confirm against the Companies Act/CAMIS, as this figure could not be verified against an official OCR notice at the time of writing) within which you must complete your full registration application — confirm both figures on the CAMIS portal, since fee and validity details are exactly the kind of detail that changes.
What Is CAMIS?
CAMIS (Company Administration and Management Information System) is OCR’s digital platform covering company services end-to-end — from name reservation through registration, amendments, annual filings, and eventual closure. OCR reportedly completed a full transition to this online system, with reports describing the shift as substantially complete by around Shrawan 2081 / mid-2024, and further consolidated through 2025.
Through CAMIS, applicants can:
- Reserve and check company names
- Create and submit a full incorporation application
- Upload required documents (MOA, AOA, identity documents, and more)
- Pay government fees online
- Track application status
- Access approved registration certificates and other company records
- File later post-incorporation updates (annual returns, director/shareholder changes, and more)
Portal access: current sources consistently point to camis.ocr.gov.np as the login/application portal, reachable also via the main OCR website ocr.gov.np. (Note: some older references cite a different subdomain path — always start from the official ocr.gov.np homepage if you’re unsure which link is current, and verify you’re on a genuine .gov.np domain before entering any personal or payment information.)
Documents Required
Document needs vary depending on your company type, shareholder structure, and whether any foreign investment is involved.
Documents Required for Incorporation
Documents That May Be Required Later
These come after OCR registration, for separate processes — don’t confuse them with the incorporation document set above:
- PAN registration (IRD): Certificate of Incorporation, MOA/AOA, director/shareholder citizenship documents
- Bank account opening: Company Registration Certificate, PAN certificate, board resolution authorizing account opening, authorized signatory identification
- Ward/local registration: Company Registration Certificate, PAN, proof of business premises
- Sector-specific licensing: varies significantly by industry (tourism, health, finance, telecommunications, etc.)
Only rely on document lists confirmed by current OCR guidance or the CAMIS portal itself — requirements can shift, particularly around identity verification (for example, the reported move toward requiring National ID numbers alongside citizenship certificates).
MOA: Memorandum of Association
What Is an MOA?
The Memorandum of Association (Prabandha Patra) is one of a company’s two foundational constitutional documents. It defines the company’s relationship with the outside world — essentially, what the company is and what it’s authorized to do. It commonly covers:
- The company’s name
- Its registered office
- Its objectives and the scope of business activities it’s authorized to conduct
- Authorized capital and the basic share/capital structure
- Basic shareholder information
- The company’s legal identity as distinct from its founders
Why business objectives matter: the activities listed in your MOA effectively define the boundaries of what your company can legally do. If you later want to expand into an activity not covered by your stated objectives, you may need to formally amend your MOA — an extra step that’s easy to avoid by thinking through your intended scope of business (including reasonably foreseeable future activities) before you first submit.
There is no single MOA template that’s automatically correct for every company — objectives that are too narrow can restrict future operations, while objectives that are vague or inconsistent with your actual business plan can cause delays or rejection during OCR review.
AOA: Articles of Association
What Is an AOA?
The Articles of Association (Niyamawali) is the company’s internal governance rulebook — how the company actually operates day to day, distinct from what it’s authorized to do externally. It typically covers:
- Share structure and share transfer procedures
- Meeting procedures (board meetings, shareholder/general meetings)
- Director appointment, powers, and removal
- Decision-making processes (ordinary vs. special resolutions)
- Shareholder rights, where the AOA elaborates on matters not fully covered by the Companies Act itself
The core distinction:
- MOA = external/objective framework — what the company is and what it’s permitted to do
- AOA = internal governance framework — how the company runs itself internally
Both documents must be consistent with each other and with the Companies Act, 2063, and both are submitted as part of your CAMIS incorporation application.
MOA/AOA Drafting
For simple, straightforward companies (a single founder or a small group of founders with a common, well-defined business activity), founders often prepare an MOA and AOA themselves using templates commonly referenced against the schedules of the Companies Act, then adapt the objectives clause and capital details to their specific business.
That said, professional legal or accounting assistance becomes genuinely useful when:
- Your business involves multiple founders with differing expectations around control, exit, or profit-sharing
- You anticipate outside investment and want share structures (classes of shares, vesting, ESOPs) set up correctly from the start
- Your business activity touches a regulated sector where objectives need careful, precise drafting
- Foreign investment or foreign shareholders/directors are involved
- You want provisions for future flexibility (share transfer restrictions, drag-along/tag-along rights, etc.) that go beyond a bare-bones template
Two cautions:
- Don’t treat a generic downloaded template as official OCR legal advice — it’s a starting point, not a guarantee of approval or of suitability for your specific business.
- Keep your objectives clause and your actual application details consistent. A common source of delay is inconsistency between what’s stated in the MOA/AOA and what’s entered elsewhere in the CAMIS application (business activity, registered office, capital figures).
Not every company needs a lawyer — but as complexity, investment, or regulatory sensitivity increases, professional drafting reduces the risk of costly amendments later.
Share Capital Explained
Nepal’s company law distinguishes between several capital concepts that are easy to confuse:
- Authorized capital — the maximum value of shares the company is permitted to issue, as stated in the MOA. This is the ceiling, not necessarily what’s actually issued.
- Issued capital — the portion of authorized capital the company has actually issued as shares to shareholders.
- Subscribed capital — the portion of issued capital that shareholders have formally agreed (subscribed) to take up.
- Paid-up capital — the portion of subscribed capital shareholders have actually paid into the company. This is the capital genuinely available to the business.
Minimum capital for a private company: commonly cited as NPR 1,00,000 (1 lakh) authorized capital, with a commonly reported (but officially unverified at the time of writing) requirement that at least 25% be paid up at the time of registration — confirm against the Companies Act/CAMIS. Some current sources note that OCR has, in practice, accepted registrations with lower authorized capital than this figure in certain cases — treat NPR 1 lakh as the standard reference point, but confirm current OCR practice for your specific situation.
Why capital matters for your registration fee: OCR’s registration fee schedule is based on authorized capital, using a slab system — higher authorized capital means a higher government registration fee (see the fee table below). This creates a practical trade-off: setting authorized capital artificially high “to look impressive” increases your registration cost without necessarily providing any operational benefit, since what matters day to day is your paid-up capital, not your authorized ceiling.
Company Registration Fees in Nepal 2026
This is one of the most-searched questions about Nepali company registration, and it’s worth being precise about what the fee actually covers.
OCR’s government registration fee for a private company is based on authorized capital, following a slab structure. Based on current, converging reports:
Additional charges to budget for, separate from the OCR government fee:
- Name reservation fee — a modest, separate charge (commonly cited in the NPR 100–500 range)
- Document/stamp charges — revenue stamps and related charges on application forms
- Professional service fees — if you engage a lawyer, chartered accountant, or company-registration service (entirely optional, but common for anything beyond the simplest solo incorporation)
- PAN registration — reportedly free of separate government charge (see the linked PAN and VAT guide)
- Ward/local registration fees — vary by municipality; some sources cite a range roughly from a few thousand to tens of thousands of rupees depending on business type and location
- Industry registration fees — applicable only if your business requires Department of Industry registration or sector licensing
- Other costs — notarization, translation (if documents are in a language other than English or Nepali), and gazette/newspaper publication costs, which some current sources describe as part of the registration process for certain company types
Bottom line: OCR’s registration fee is not the total cost of starting a business. A realistic all-in budget for a straightforward private limited company registration — including government fees, basic document preparation, and miscellaneous costs, but excluding professional legal fees — has been reported in the rough range of NPR 10,000 to 25,000, though this varies significantly with your capital structure, business type, and whether you use professional assistance.
How to Reserve a Company Name Online
Step 1 — Access the Official CAMIS Portal
Go to camis.ocr.gov.np (or navigate there via ocr.gov.np).
Step 2 — Create/Login to an Account
Register using a valid email address and mobile number; you’ll typically verify via OTP. One account can generally be used to manage multiple company applications.
Step 3 — Enter Your Proposed Company Name
Submit your proposed name — reportedly required in both English and Nepali — along with your intended company type and a brief statement of main business objectives.
Step 4 — Submit the Name Reservation Request
Pay the applicable name reservation fee and submit for OCR review.
Step 5 — Wait for OCR Review
OCR checks the name against existing registrations and naming rules.
Step 6 — Respond to Rejection/Correction if Required
If your first choice is rejected (for similarity, prohibited terms, or other reasons), you’ll need to submit an alternative name — which is why many guides recommend having a few backup names ready from the start.
Step 7 — Proceed with the Incorporation Application
Once your name is approved, it’s reserved for a limited window (commonly cited as around 35 days) — proceed with your full registration application within that window, since name approval alone does not mean your company is registered.
How to Register a Company Online Through CAMIS
Here’s the overall workflow, from decision to operating company:
Choose business structure → Select and reserve company name → Determine share capital and ownership structure → Prepare MOA & AOA → Prepare founder/director information and documents → Create the CAMIS incorporation application → Upload/submit supporting documents → OCR review → Make corrections if OCR requests them → Pay the applicable OCR registration fee → Company approval/incorporation → Receive Company Registration Certificate → PAN registration with IRD → Open a company bank account → Ward/local registration, where applicable → Industry/sector registrations, where applicable → Begin operations and ongoing compliance
Step-by-Step CAMIS Application
Step 1 — Prepare Founder Information
Gather citizenship/passport details, National ID numbers (for Nepali shareholders), and contact information for every shareholder and director.
Step 2 — Prepare Your Company Name
Have your OCR-approved reserved name ready (see the name reservation process above).
Step 3 — Prepare Capital/Share Allocation
Decide your authorized capital, how many shares each shareholder holds, and your initial paid-up capital.
Step 4 — Prepare the MOA
Draft your Memorandum of Association covering objectives, registered office, and capital structure.
Step 5 — Prepare the AOA
Draft your Articles of Association covering internal governance.
Step 6 — Gather Identity Documents
Attested citizenship copies (Nepali shareholders/directors) or passports (foreign shareholders/directors).
Step 7 — Create the CAMIS Application
Log in to your CAMIS account and start a new company registration application, linked to your approved name reservation.
Step 8 — Enter Company Information
Registered office address, business objectives (consistent with your MOA), authorized/paid-up capital.
Step 9 — Enter Shareholder Information
Names, identity details, and shareholding percentages for each shareholder.
Step 10 — Enter Director Information
Names and identity details for each director; note any residency or governance-related requirements applicable to your company.
Step 11 — Enter Registered Office Information
Full address details for the company’s legal registered office.
Step 12 — Upload Required Documents
Upload MOA, AOA, identity documents, and any other required supporting files, following CAMIS’s current file format/size requirements.
Step 13 — Review All Information
Cross-check consistency across the MOA, AOA, and the application form itself — inconsistencies are a common cause of delay.
Step 14 — Submit the Application
Submit for OCR review.
Step 15 — Monitor Application Status
Track progress through your CAMIS dashboard.
Step 16 — Correct Issues if OCR Requests Changes
OCR may return the application with comments requiring correction — respond promptly to avoid extending your timeline.
Step 17 — Pay Applicable Fees
Pay the OCR registration fee, generally through the CAMIS portal’s payment gateway for smaller amounts; larger fees may require a bank deposit (some sources note fees above roughly NPR 5,000 may need to be deposited through the Rajaswa/revenue account at Nepal Rastra Bank or a permitted commercial bank, with the deposit voucher then submitted to OCR — confirm the current payment threshold and process on the portal).
Step 18 — Complete Incorporation
Once fees are confirmed and all requirements are met, OCR approves the registration.
Step 19 — Obtain Your Company Registration Certificate
Download your digital Company Registration Certificate (commonly issued with a QR code for verification) from your CAMIS dashboard.
What Happens After Submitting the Application?
OCR reviews your application for completeness and compliance — checking your name, MOA/AOA consistency, shareholder/director details, and capital structure. If everything is in order, OCR approves the registration once the fee is paid; if not, the application is returned with comments for correction, which you address and resubmit through CAMIS. Applications involving foreign investment, corporate shareholders, or regulated business activities commonly take longer, since they may require additional approvals from other authorities before OCR can finalize registration.
Company Registration Certificate
Once approved, OCR issues a digital Company Registration Certificate, downloadable from your CAMIS account, commonly featuring a QR code for third-party verification of authenticity. This certificate is your company’s proof of legal existence and is required for essentially every subsequent step — PAN registration, opening a bank account, Ward registration, and entering contracts in the company’s name.
PAN Registration After Incorporation
Every registered company must obtain a Permanent Account Number (PAN) from the Inland Revenue Department (IRD) — this is a separate registration from OCR incorporation, handled by a different government body entirely.
At a high level:
- You apply through the IRD Taxpayer Portal, using your Certificate of Incorporation, MOA/AOA, and director/shareholder identity documents.
- Reported timing expectations for completing this step after incorporation vary across sources (commonly cited as within roughly 30 days of incorporation).
- Some sources describe increasing digital coordination between OCR’s CAMIS system and the IRD (including automated verification steps), but this coordination does not mean OCR registration automatically completes your PAN registration — you (or your representative) still need to actively file the PAN application with the IRD.
For the complete PAN registration process — including documents, the online application steps, and what happens at the tax office — see SolutionsNepal’s full PAN and VAT registration guide.
VAT Registration
Company incorporation does not automatically register your company for VAT. VAT is a separate registration under the Value Added Tax Act, 2052, that only becomes relevant once you determine your company needs it.
In brief:
- VAT registration becomes mandatory once your company’s turnover crosses the applicable threshold, or if your specific business activity falls into a category the IRD designates as mandatory regardless of turnover.
- Below the threshold, your company can generally operate as PAN-only.
- Once registered, VAT brings its own obligations — charging VAT on taxable supplies, issuing proper VAT invoices, and filing periodic VAT returns.
This guide won’t repeat the full VAT framework here — see SolutionsNepal’s PAN and VAT registration guide for the complete threshold figures, registration steps, and invoice requirements.
Ward Business Registration
Ward Registration After Company Incorporation
Beyond OCR incorporation, many businesses also need to register their business operation with the local Ward office or municipality where they physically operate.
- Role of local government: the Ward/municipality governs local business operation approval, separate from your company’s legal existence at the national level via OCR.
- Documents: commonly include your Company Registration Certificate, PAN, and proof of business premises — but exact requirements vary by municipality.
- Fees: reported ranges vary widely (some sources cite anywhere from a few thousand to tens of thousands of rupees), depending on business type, size, and location.
- Renewal: some Ward-level business registrations may involve periodic renewal — this is separate from, and should not be confused with, OCR company registration, which does not require the same kind of annual “renewal” (see the annual compliance section below).
Industry Registration
Beyond OCR and Ward registration, some companies need additional registration with the Department of Industry or other sector regulators, depending entirely on the nature of the business:
- Department of Industry involvement — commonly required for manufacturing, larger industrial enterprises, and any business seeking incentives or classifications under the Industrial Enterprises Act
- Provincial/local registration — some sectors involve provincial-level industry registration alongside or instead of federal registration
- Tourism registration — trekking agencies, travel agencies, hotels, and similar businesses commonly require separate registration with tourism authorities
- Health-related licensing — pharmacies, clinics, and health-related businesses require separate approval from health authorities
- Education-related licensing — schools, training institutions, and similar entities require education-sector approval
- Financial-sector licensing — banking, lending, insurance, and similar financial activities require Nepal Rastra Bank or other financial-regulator approval, which is substantially more involved than standard company registration
- Telecommunications permissions — telecom-related businesses require approval from the relevant telecom regulator
Not every company needs industry registration. A small consulting firm or software company, for instance, commonly doesn’t need Department of Industry registration at all. Whether you need it — and from which authority — depends entirely on your specific business activity. Confirm your specific sector’s requirements before assuming either way.
Sector-Specific Licenses
Building on the above, certain regulated activities require specific operating licenses beyond general company or industry registration — examples commonly cited include broadcasting/media permissions, telecom licenses, pharmaceutical/drug licenses, and financial-institution licenses. If your business activity touches any regulated sector, budget time and cost for this step separately from your OCR incorporation timeline, since sector licensing processes can run independently of — and sometimes take considerably longer than — company registration itself.
Opening a Company Bank Account
How to Open a Company Bank Account in Nepal
Once your company is registered and you have your PAN, you can open a corporate bank account. Commonly required documentation includes:
- Company Registration Certificate
- PAN certificate
- MOA and AOA
- Board resolution authorizing the account opening and naming the authorized signatory(ies)
- Identity documents of directors/authorized signatories
- Additional bank-specific KYC (Know Your Customer) documentation
Banks are not identical in their requirements. Different banks may ask for slightly different supporting documents, require different minimum opening balances, or have different processing timelines — treat any single bank’s documented requirements as an example, not a universal standard, and check directly with your chosen bank before assuming their exact checklist.
Accounting and Recordkeeping
From day one of operation, a registered company should maintain:
- Formal accounting records (income, expenses, assets, liabilities)
- Sales and purchase records/invoices
- Bank transaction records
- Payroll records, if the company has employees
- Tax records supporting income tax, and VAT records if VAT-registered
- Shareholder and director registers, as required by the Companies Act
- Board and shareholder meeting minutes/resolutions
Good recordkeeping isn’t optional bookkeeping hygiene — it’s what supports your annual audit, your OCR annual return, and your IRD tax filings, all of which draw on the same underlying records.
Annual Company Compliance
Annual Compliance for a Private Limited Company in Nepal
Incorporation is the beginning of an ongoing compliance relationship with both OCR and IRD — these are separate compliance tracks with separate deadlines, and meeting one does not satisfy the other.
OCR/company compliance:
- Annual General Meeting (AGM): the Companies Act requires holding an AGM within a set period after the fiscal year-end — commonly cited as within 6 months of fiscal year-end.
- Annual return filing (Form 11 / return of AGM): filed with OCR through CAMIS, commonly reported as due within roughly 30 to 60 days after the AGM (reported figures vary somewhat across sources — confirm the current deadline on CAMIS). This filing typically includes audited financial statements, the directors’ report, the auditor’s report, AGM minutes, and updated shareholder/director details.
- Board meetings: some sources report a requirement for private companies to hold board meetings at a minimum frequency (commonly cited as quarterly, i.e., at least four times a year) with proper notice and documented minutes.
- Notification of changes: any change in directors, shareholders, registered office, or capital structure generally requires formal filing with OCR, not just an internal record update.
IRD/tax compliance (separate from the above):
- Corporate income tax return — companies file by Poush-end (about 6 months after the Ashadh-end fiscal year-end), per IRD filing rules — confirm the exact current deadline at ird.gov.np. (Note: the earlier "roughly 3 months" figure describes the individual filing deadline around Ashoj-end, not the company deadline.)
- VAT returns, if VAT-registered — generally monthly.
- eTDS returns, if the company is a withholding agent — generally monthly.
Because the exact day-counts (30 vs. 60 days after AGM; 3 vs. 4 months after fiscal year-end for tax filing) vary across current sources, confirm the precise current deadlines directly with OCR (via CAMIS) and the IRD rather than relying on a single figure — missing these deadlines carries real financial and legal consequences, discussed next.
Failure to file — for either OCR or IRD obligations — is reported to carry escalating penalties, and, in cases of extended non-compliance, risk of the company being struck off or deregistered by OCR. Specific penalty amounts are set by the Companies Act, related regulations, and IRD provisions, and are periodically revised — this guide won’t state exact figures as fact without a verified current source; confirm with OCR/IRD or a professional if you’re already behind on filings.
Audit Requirements
Under Section 111 of the Companies Act, 2063, every registered company in Nepal — including private limited companies — is required to appoint an auditor and conduct an annual statutory audit of its accounts. There is reportedly no general exemption for private companies based on size.
- The auditor must be a chartered accountant registered with the Institute of Chartered Accountants of Nepal (ICAN).
- The auditor is typically appointed by shareholders at the AGM.
- The resulting audit report is submitted to OCR, to the IRD (alongside the income tax return), and to shareholders at the AGM.
- Non-compliance can reportedly lead to penalties or other consequences for the company and its directors.
Because audit requirements, thresholds for any simplified compliance category, and specific deadlines can be revised, confirm current requirements with a registered chartered accountant or directly with OCR/IRD guidance.
Changes After Incorporation
If your company later needs to change any of the following, formal filings — not just internal record updates — are generally required with OCR (and, where relevant, other authorities):
- Registered office address — requires formal notification/filing with OCR
- Directors — appointment or resignation of directors requires updating OCR records
- Shareholders — share transfers or new share issuances require proper documentation and OCR filing
- Share capital — increasing authorized or paid-up capital requires a formal process, and may affect your OCR fee bracket
- Company objectives — expanding beyond your original MOA objectives may require a formal MOA amendment
- Company name — see the dedicated section below
- Contact details — should be kept current with OCR and IRD
Don’t assume any of these changes can be made informally — the specific procedures and required approvals should be confirmed against current OCR guidance or with a corporate lawyer, since the “unsupported procedure” trap is a common source of compliance problems for growing companies.
Company Name Change
A company can generally apply to change its registered name after incorporation, subject to OCR approval — following broadly the same name-availability rules that applied at initial registration. Once approved, this typically requires:
- A formal application and often a special resolution from shareholders
- Corresponding amendments to the MOA and AOA
- Issuance of an updated Company Registration Certificate reflecting the new name
- Follow-up updates to PAN, bank account records, Ward registration, and any other registrations tied to the old name
Verify the current exact procedure and required resolution type with OCR before initiating a name change, since getting the internal approval steps wrong can delay the external registration change.
Foreign Company / Foreign Investor Registration
Can Foreigners Register a Company in Nepal?
This needs a careful answer: foreigners can invest in and register companies in Nepal, but it is not simply a matter of filling out the same CAMIS form as a Nepali founder. Foreign investment triggers a separate approval process that generally must happen before, or alongside, OCR registration.
Key elements of the framework, based on current reporting:
- Governing law: the Foreign Investment and Technology Transfer Act, 2075 (2019) (FITTA) is the primary law governing foreign direct investment (FDI) in Nepal, alongside the Industrial Enterprises Act, 2076, and Companies Act, 2063.
- Approval authority: the Department of Industry (DOI), through its Foreign Investment and Technology Transfer (FITT) unit, is the primary approving authority for most foreign investment — larger-scale projects may instead fall under Investment Board Nepal (IBN).
- Approval is a prerequisite, not a formality: current guidance is consistent that DOI (or IBN, for larger projects) approval must generally be obtained before company registration is finalized for a foreign-invested company — you cannot simply incorporate first and seek approval later.
- Minimum investment threshold: sources report differing figures here — some cite a current minimum FDI threshold of roughly NPR 20 million, with possible carve-outs or lower thresholds for certain categories (some sources specifically mention reduced thresholds for IT companies); older sources cite a prior threshold of NPR 50 million. Given this inconsistency, treat any specific minimum figure as unconfirmed, and verify the current threshold directly with the Department of Industry before planning around a specific number.
- Negative list: certain sectors are closed or restricted to foreign investment under a periodically updated “negative list” published by the Government of Nepal — always check the current list for your specific sector.
- Nepal Rastra Bank (NRB) role: foreign investors must also comply with NRB regulations for bringing investment funds into Nepal, and profit/dividend repatriation later requires NRB approval alongside tax clearance.
- After DOI/IBN approval: the foreign-invested company then proceeds to register with OCR under the Companies Act — following broadly the same incorporation steps as a domestic company, but layered on top of the completed foreign investment approval.
- Foreign company branch/liaison office: as an alternative to setting up a new Nepali company, a foreign corporation can register a branch or liaison office (reportedly under Section 154 of the Companies Act), submitting a certified incorporation certificate from the parent company, a board resolution, and a power of attorney for a local representative.
Startup & IT Company Registration
Registering a Startup or IT Company in Nepal
Software development, SaaS, IT consulting, digital services, outsourcing, e-commerce, and other technology-driven businesses register through the exact same OCR/CAMIS process described throughout this guide — there’s no separate “startup track” within OCR’s core incorporation process itself, though founders in this space should keep a few things in mind:
- Company incorporation is separate from PAN, VAT, local registration, and any industry registration — the same distinctions covered throughout this guide apply fully to tech companies. A software company doesn’t get any registration shortcut or automatic exemption.
- Objectives clause: make sure your MOA’s stated business objectives reasonably cover your intended activities (software development, consulting, SaaS subscription services, etc.) to avoid needing an amendment later as your business evolves.
- Foreign clients and foreign-currency income: for IT/export-oriented businesses, receiving payment from clients abroad brings its own considerations — around banking channels for foreign-currency receipts and potential VAT/income-tax classification questions — that are covered at a high level in SolutionsNepal’s PAN and VAT registration guide, since they sit on the tax side rather than the company-registration side.
- Reduced foreign investment threshold: some current sources report that IT companies may qualify for a reduced minimum foreign investment threshold compared to other sectors — if you’re bringing in foreign investment for a tech company, this is worth confirming specifically with the Department of Industry, since it could meaningfully change your capital planning.
Common CAMIS Problems
Common Registration Mistakes
- Choosing a name without first checking availability on CAMIS
- Using inconsistent spellings or details for names/addresses across different documents
- Incorrect citizenship, NID, or passport details entered in the application
- Incorrect shareholder percentages that don’t add up to 100%, or don’t match the MOA
- Incorrect or inconsistent capital figures between the MOA and the CAMIS form
- Copying an MOA/AOA template that doesn’t actually fit the company’s real business plan
- Selecting business objectives too narrowly, requiring an amendment later
- Ignoring foreign investment approval requirements when foreign shareholders/directors are involved
- Assuming OCR registration automatically equals PAN registration (it doesn’t)
- Assuming OCR registration automatically equals VAT registration (it doesn’t — and most new companies don’t need VAT immediately)
- Forgetting Ward/local business registration
- Forgetting sector-specific licenses relevant to the business activity
- Failing to maintain proper accounting and statutory records from day one
- Ignoring annual compliance (AGM, annual return, audit) after the initial excitement of incorporation fades
Total Cost of Setting Up a Company
How Much Money Do You Need to Register a Company in Nepal?
Total startup cost breaks down into several distinct components — treat each separately rather than looking for one universal figure:
- Government incorporation cost: OCR’s registration fee, based on your authorized capital slab (see the fee table above) — commonly starting around NPR 1,000 for the smallest capital bracket.
- Name reservation cost: a modest separate fee (commonly cited in the low hundreds of rupees).
- Document/preparation cost: stamps, notarization, and attestation of documents.
- Professional assistance (optional): legal or accounting fees if you engage help with MOA/AOA drafting or the full application — entirely optional for simple, single-founder companies, but common for anything more complex.
- PAN registration: reportedly free of separate government charge.
- VAT registration, where applicable: reporting on fees is mixed (see SolutionsNepal’s PAN and VAT guide) — most new companies don’t need this immediately.
- Ward/local registration: varies significantly by municipality and business type — commonly cited ranges run from a few thousand to tens of thousands of rupees.
- Industry registration, where applicable: only relevant to specific sectors; costs vary widely by industry.
- Bank account opening: typically no direct government fee, though minimum opening balance requirements vary by bank.
- Accounting/audit: ongoing annual cost for bookkeeping and the mandatory statutory audit, which varies by service provider and company complexity.
- Sector licenses, where applicable: costs vary enormously by sector and are entirely business-specific.
Realistic reference range: several current sources put an all-in estimate for a straightforward private limited company — government fees, basic documentation, and incidental costs, before professional legal fees — somewhere in the NPR 10,000 to 35,000 range. This is a rough reference point, not a quote; your actual cost depends on your authorized capital, business type, municipality, whether foreign investment is involved, and how much professional assistance you use.
How Long Does Registration Take?
How Long Does Company Registration Take in Nepal?
Reported timelines vary somewhat across sources, generally falling in the range of roughly 7 to 21 working days from name reservation through certificate issuance for a straightforward private limited company with complete documentation. Applications involving foreign investment, corporate shareholders, or regulated sectors commonly take longer — reported timelines for these more complex cases run into several weeks, since they depend on approvals from other authorities (DOI, sector regulators) outside OCR’s own process.
Do not expect same-day registration. Processing time depends heavily on:
- Whether your name is approved on the first attempt
- Whether your documents and application are complete and internally consistent
- OCR’s current workload/processing queue
- Whether any additional approvals (foreign investment, sector licensing) are involved
Treat any specific “X days guaranteed” claim from a third-party service with some skepticism — actual timelines depend substantially on factors outside any single party’s full control.
Practical Examples
The following examples are illustrative only and simplified for clarity — they are not a substitute for individual legal or tax advice.
Example 1 — Two founders starting an IT company
Two Nepali co-founders decide to formalize their software consultancy. They choose a 50/50 shareholding split, both serve as directors, and set authorized capital at NPR 1 lakh with the minimum required paid-up portion. They reserve a name, draft MOA/AOA objectives covering software development and IT consulting, submit through CAMIS, and receive their certificate. They then register for PAN, open a company bank account, and register with their local Ward office. Since their expected turnover is initially well under the VAT threshold, they operate PAN-only at first.
Example 2 — Solo founder starting a consulting company
A single founder incorporates as the sole shareholder and sole director of a private company — legally permitted under the single-shareholder company provisions. She keeps authorized capital modest to minimize her OCR registration fee, drafts a straightforward MOA/AOA for consulting services, and proceeds through the same registration, PAN, and bank account steps.
Example 3 — Small trading company
A founder registering a small retail trading business anticipates crossing the goods VAT threshold relatively quickly given typical margins in that sector, so she plans ahead for VAT registration alongside her Ward business registration, rather than waiting to react once she’s already over the line.
Example 4 — E-commerce company
Founders incorporating an online marketplace/selling business follow the same OCR process, then pay particular attention to Ward registration (since local business-operation approval commonly matters for e-commerce fulfillment operations) and to tracking turnover closely for VAT purposes given how quickly online sales volume can grow.
Example 5 — Foreign investor entering Nepal
A foreign investor wanting to establish a Nepali subsidiary first seeks approval from the Department of Industry under FITTA, confirms the applicable minimum investment threshold and that the target sector isn’t on the negative list, arranges fund transfer in compliance with Nepal Rastra Bank requirements, and only then proceeds to OCR registration — a materially longer and more involved sequence than a purely domestic incorporation.
Company Registration Checklist
Before Applying
- Business structure selected
- Company name (and backup options) prepared
- Founder/shareholder details ready
- Director details ready
- Capital structure decided (authorized vs. paid-up)
- Company objectives decided
- Registered office information ready
- Identity documents ready (citizenship/NID or passport)
- MOA prepared
- AOA prepared
- Foreign investment approval obtained, if applicable
CAMIS Application
- CAMIS account created
- Name reservation completed
- Application completed
- Documents uploaded
- All details reviewed for consistency
- Application submitted
- OCR corrections completed, if requested
- Fees paid
- Company Registration Certificate obtained
After Incorporation
- PAN registration completed
- VAT registration assessed, and completed if applicable
- Company bank account opened
- Ward/local registration completed, if applicable
- Industry registration completed, if applicable
- Sector licenses obtained, if applicable
- Accounting system set up
- Auditor appointed
- Annual compliance calendar established (AGM, annual return, audit, tax filings)
Official Sources
- Office of the Company Registrar (OCR): ocr.gov.np
- CAMIS company-registration portal: camis.ocr.gov.np
- Companies Act, 2063 (2006) and Companies Rules — published texts available via the Nepal Law Commission and OCR
- Inland Revenue Department (IRD): ird.gov.np
- IRD Taxpayer Portal: taxpayerportal.ird.gov.np
- Department of Industry (for foreign investment and industrial registration matters)
- Nepal Rastra Bank (for foreign-exchange and foreign-investment banking matters)
- Your local municipality/Ward office (for local business registration)
Related SolutionsNepal Guides
- PAN and VAT registration guide — the natural next step after incorporation.
- Government Service Cost & Document Checklist — useful for tracking the combined cost and paperwork across OCR, IRD, Ward, and sector registrations.
- Business Break-Even Calculator — useful once you’re estimating startup costs against expected revenue.
- Online Selling Profit Calculator — relevant for founders incorporating an e-commerce business.
- Freelancer/Remote Worker Take-Home Calculator — useful for comparing sole-proprietor vs. company structures.
- Business Registration Cost Estimator — estimate government registration costs for companies, sole & partnership firms.
Final Takeaway
Registering a private limited company in Nepal is now a largely digital process through OCR’s CAMIS portal — reserve a name, prepare your MOA and AOA, submit your application with supporting documents, pay the capital-based registration fee, and receive your Company Registration Certificate, typically within a few weeks for a straightforward case. But that certificate is the start of your compliance journey, not the end of it: PAN registration with the IRD is mandatory, VAT registration depends on your turnover and activity, Ward/local registration and any sector licenses depend on where and what you operate, and every year afterward brings AGM, annual return, and audit obligations to OCR alongside separate tax filings to IRD. Treat incorporation as step one of a longer checklist, budget for the full picture of costs beyond the OCR fee itself, and verify anything foreign-investment-related or sector-specific directly with the relevant authority before committing to a structure or timeline.
Last updated: September 2026, reflecting reporting around Fiscal Year 2082/83. Note: FY 2083/84 has been current since mid-July 2026 — if this guide is read significantly after its last-updated date, recheck the details — particularly fee slabs, capital requirements, foreign investment thresholds, and compliance deadlines — against the latest OCR notice or CAMIS portal information, since these are exactly the kinds of figures that are revised periodically. SolutionsNepal is an independent informational website and is not affiliated with or operated by the Office of the Company Registrar or the Government of Nepal. This guide is for general informational purposes and does not replace official instructions from the Office of the Company Registrar, Inland Revenue Department, Department of Industry, local government, or qualified legal/accounting professionals.
Frequently asked questions
How can I register a company online in Nepal?
Through the OCR’s CAMIS portal (camis.ocr.gov.np) — reserve your company name, prepare your MOA/AOA, submit your application with supporting documents, pay the OCR fee, and receive your digital Company Registration Certificate once approved.
What is CAMIS?
CAMIS (Company Administration and Management Information System) is OCR’s online platform covering company registration, filings, and records management end-to-end.
What is the official OCR company-registration portal?
camis.ocr.gov.np, reachable via the main OCR website ocr.gov.np.
How do I reserve a company name?
Submit your proposed name (in English and Nepali) through CAMIS, pay the name reservation fee, and wait for OCR approval; approval reserves the name for a limited window (commonly cited around 35 days) to complete full registration.
How many shareholders are required?
A minimum of 1 — Nepal permits single-shareholder private companies. The maximum for a private company is commonly reported as 101 under the Companies Act 2063 (amended up from 50) — confirm the current statutory wording before relying on this figure. Last verified: September 27, 2026.
How many directors are required?
A minimum of 1 for a private company.
Can one person register a private company?
Yes — a single individual can be both the sole shareholder and sole director of a private company under current law.
What documents are required?
Citizenship/NID or passport for shareholders and directors, the application form, MOA, AOA, and registered office details, at minimum — see the detailed document table in this guide.
What is an MOA?
The Memorandum of Association — the constitutional document defining the company’s objectives, capital structure, and registered office.
What is an AOA?
The Articles of Association — the internal governance rulebook covering meetings, director powers, and share procedures.
Can I prepare MOA/AOA myself?
Yes, for simple, straightforward companies, though professional help becomes more valuable as ownership structure, investment plans, or regulatory complexity increase.
How much does company registration cost?
OCR’s government fee starts around NPR 1,000 for authorized capital up to NPR 1 lakh, scaling upward on a slab basis with higher capital — see the fee table in this guide for approximate brackets.
How does OCR calculate registration fees?
Based on the company’s authorized capital, using a tiered slab structure.
Does authorized capital affect the registration fee?
Yes — higher authorized capital generally means a higher OCR registration fee.
How long does company registration take?
Commonly reported as roughly 7 to 21 working days for a straightforward private company with complete documentation; longer for foreign investment or regulated sectors.
Do I need to visit OCR?
Generally no for most of the core registration process, since CAMIS handles it online — but certain fee payments (above a certain amount) and some verification steps may still require a bank deposit or in-person element.
How do I check my CAMIS application status?
Through your CAMIS account dashboard after logging in.
What if OCR rejects my company name?
You’ll need to submit an alternative name; having a few backup options ready in advance avoids delay.
What if my application is returned for correction?
Review OCR’s comments, correct the identified issues, and resubmit through CAMIS.
Do I need PAN after company registration?
Yes — PAN registration with the IRD is mandatory and is a separate process from OCR incorporation.
Does a private company automatically get VAT registration?
No — VAT registration is entirely separate and only required once your turnover or business activity triggers the legal requirement.
Does a company need Ward registration?
Generally yes, for local business-operation approval, though exact requirements vary by municipality — confirm with your local Ward office.
Does every company need industry registration?
No — this depends entirely on your specific business activity and sector.
How do I open a company bank account?
Using your Company Registration Certificate, PAN certificate, MOA/AOA, and a board resolution authorizing the account, along with the bank’s own KYC requirements.
Can foreigners register a company in Nepal?
Yes, but foreign investment requires separate approval (commonly from the Department of Industry under FITTA) before or alongside OCR registration — it’s not the same simple process as domestic incorporation.
Does foreign investment require approval?
Yes — generally from the Department of Industry (or Investment Board Nepal for larger projects), plus compliance with Nepal Rastra Bank requirements for fund transfer.
What annual compliance does a Pvt. Ltd. company have?
An Annual General Meeting, an annual return filed with OCR, a statutory audit, and separate annual income tax (and, if applicable, VAT/TDS) filings with the IRD.
Does a private company need an audit?
Yes — Section 111 of the Companies Act, 2063 requires every registered company, including private companies, to conduct an annual statutory audit by an ICAN-registered chartered accountant.
Does a company need annual renewal?
Company incorporation itself isn’t “renewed” annually in the way some other registrations are, but companies do have ongoing mandatory annual filings (AGM, annual return, audit) with OCR — failing to file these creates a compliance backlog and associated penalties, sometimes informally referred to as needing to be “updated” or brought current. Separately, certain local Ward registrations or sector licenses may have their own distinct renewal cycles.
Can I change directors after registration?
Yes, through a formal filing process with OCR reflecting the change.
Can I transfer company shares?
Yes, subject to the transfer restrictions and procedures set out in your AOA and the Companies Act, since private company shares aren’t freely transferable to the public.
Can I change the company name later?
Yes, through a formal OCR application process, generally requiring a shareholder resolution and updates to your constitutional documents.
Can I change the registered office?
Yes, through formal notification/filing with OCR.
Can I close/deregister a company?
Yes, through a formal dissolution/closure process — this is a distinct legal procedure from simply stopping operations informally.
What happens if a company stops operating but remains registered?
It generally still faces ongoing annual compliance obligations (AGM, annual return, audit, tax filings) unless it’s formally closed/deregistered; failing to file while remaining registered can accumulate penalties and compliance risk over time.
What is the difference between OCR and IRD?
OCR (Office of the Company Registrar) handles company incorporation and corporate records; IRD (Inland Revenue Department) handles tax registration (PAN, VAT) and tax compliance. They are separate authorities.
What is the difference between company registration and Ward registration?
Company registration (OCR) establishes your company’s national legal existence; Ward registration is local business-operation approval from your municipality — both may be required, and neither substitutes for the other.
What is the difference between company registration and PAN?
Company registration creates your legal entity; PAN is your company’s tax identity with the IRD — a separate registration that happens after incorporation.
Can I register an IT company through CAMIS?
Yes — IT/software companies follow the same CAMIS process as any other private company, with no separate “startup track” within OCR’s core process.
Can an online business register as a private company?
Yes — e-commerce and online-selling businesses can and commonly do register as private limited companies, following the same process described throughout this guide.
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