Company

Brief Guide to Company Registration in Nepal

Matters concerning registration of companies in Nepal and corporate governance are governed by the Companies Act  2063 (2006) (“Companies Act”). The Companies Act allows both local and foreign individuals/entities to establish and operate companies limited by shares.

Governing agency for companies in Nepal:

The Office of Company Registrar (“OCR”). Online platform of OCR is used for filing and processing of compliance.

Types of Companies in Nepal:

1. Private Company
   • Private Company with sole shareholder
   • Private Company with multiple shareholders

2. Public Company
   • Public Company listed in stock market
   • Public Company not listed in stock market

3. Company not distributing profits (not open for foreign persons)

4. Branch office of a foreign company

Registration of company in Nepal by foreign persons:

Foreign individuals or legal entities may establish a company in Nepal upon obtaining approval for foreign direct investment from the concerned authority of Nepal.

Documentary Requirements for Company Registration:

1. Memorandum of Association of proposed company in the prescribed format;

2. Articles of Association of proposed company in the prescribed format;

3. Copy of agreement between promoters or consensus agreement, if any;

4. Approval from concerned authority, if required under prevailing law;

5. If the Promoter (founder) is an individual, Certified Copy of Citizenship certificate/Passport/Non-resident Nepali Certificate, or if the Promoter is a company, then Certificate of Incorporation, decision of Board of Directors and other related governing documents of the company; and

6. Approval under prevailing laws to invest in Nepal (FDI Approval) in case of foreign persons/entities.

Timeline for approval:

Timeline for approval is 7 days from the date of filing of required documents (provided the documents are in acceptable form)

Grounds for refusal of registration of companies in Nepal:

1. Proposed name being identical to or similar to an existing company name or trademark in manner such as to cause confusion
2. Name or objective being contrary to prevailing laws or against public morality or inappropriate or illegal in nature
3. Proposed name being identical to or similar (in a manner such as to cause confusion) to- a de-registered company, or that which has become insolvent, within 5 years from the concerned date
4. Requirements for registration under the act not being fulfilled

Disclaimer: The contents of this page are for general information purposes only and shall not be construed as legal advice. Please contact our legal professionals for accurate assistance.

Our Services:

• Assistance for registration, de-registration, liquidation
• Assistance for Corporate compliance
• Corporate secretarial services