How to Register a Private Limited Company in Nepal: Step-by-Step Guide

Published August 16, 2026.

If you've already decided a Private Limited company is the right structure for your business, here's the direct path from decision to certificate: reserve your name through CAMIS, draft an MOA and AOA that actually matches your shareholding, gather citizenship and ID documents for every shareholder and director, submit the full package online, pay the tiered OCR fee, wait out the examination stage — most sources cite 5 to 15 working days for a clean filing — and then register for PAN and VAT before you're truly operational. This guide walks through each of those steps in the order you'll actually do them, with the documents, costs, and mistakes that matter at each stage. If you're still weighing Private Limited against Public Limited, our comparison guide covers that decision in depth — this one assumes you've made the call and just need the steps. If Public Limited turns out to be the better fit, our Public Limited step-by-step guide walks through that process instead.

What's in this guide

• Before you start: what to have decided
• Step 1: Reserve your company name
• Step 2: Draft the MOA and AOA
• Step 3: Gather shareholder and director documents
• Step 4: Submit through CAMIS
• Step 5: Pay the registration fee
• Step 6: OCR examination and certificate of incorporation
• Step 7: Register for PAN and VAT
• Step 8: Ward-level registration and ongoing compliance
• Full document checklist
• Realistic timeline
• What it actually costs
• Common mistakes at each step
• Frequently asked questions

Before you start: what to have decided

A Private Limited company in Nepal can have between 1 and 101 shareholders, cannot offer shares to the public, and is registered under the Companies Act 2063 (2006) through the Office of the Company Registrar (OCR). If that still sounds like the right fit for you — a small founding team, no near-term plan to raise from public investors — the rest of this guide is written for you. If you're not sure yet, it's worth reading our Private Limited vs Public Limited comparison first, since switching structures mid-drafting means redoing your MOA and AOA from scratch rather than a quick edit.

Before you open the CAMIS portal, you should already know: your final company name and two or three backups, who your shareholders and directors will be (they can be the same people), your authorized capital figure, your registered office address, and a clear statement of what the company will actually do. Having these settled before you start the online process is what keeps a filing moving instead of stalling partway through step one.

It's also worth deciding your authorized capital figure deliberately rather than picking a round number out of habit. Since OCR's registration fee scales with authorized capital, a figure set unnecessarily high "to look more substantial" or "to leave room for later" directly inflates what you pay at Step 5 without any real operational benefit — authorized capital isn't the same as capital you've actually raised or plan to call in immediately. Most first-time Private Limited founders are better served by setting capital close to what the business genuinely needs in its first year or two, and revisiting the figure later if growth calls for it, rather than overshooting now to save a future amendment.

Step 1: Reserve your company name

Name reservation is the first real step, done directly through CAMIS, OCR's online Company Administration and Management Information System. You submit your proposed company name — in English and Nepali — along with two or three backup options, and OCR checks it against the existing company registry. Don't submit only your first choice: a name that seems obviously available can still collide with an existing or already-reserved registration, and without backups, a rejected name means restarting this step from scratch. An approved name is typically reserved for a limited window, so it's worth having your MOA and AOA drafting largely ready to follow immediately — letting an approved reservation lapse while you're still drafting costs you the name and adds avoidable delay right at the start of your timeline.

Step 2: Draft the MOA and AOA

The Memorandum of Association (MOA) and Articles of Association (AOA) are the founding legal documents that define your company's objectives, capital structure, and internal governance. They need to be drafted specifically around your actual shareholding and business plans — for a Private Limited company, that means reflecting your 1-to-101 shareholder structure and the share-transfer restrictions that keep the company closely held rather than freely tradable. A generic template copied from another filing, only partially updated, is one of the more common causes of OCR queries later in the process, since leftover references to a different company's name or shareholding create exactly the kind of internal inconsistency examination is designed to catch. Both documents need to be signed before upload — an unsigned MOA or AOA is treated as an incomplete submission, not a formality to fix later.

Step 3: Gather shareholder and director documents

For every shareholder and director — even if that's a single person wearing both hats — you'll need a citizenship certificate or passport, a passport-size photo, and a National ID number. You'll also need your registered office address details finalized. Cross-check every name and number against the original documents before moving to submission: a director's name spelled even slightly differently between their citizenship certificate and the MOA is enough to trigger a query, and a missing or mistyped National ID number stops the whole application until it's corrected. If any shareholding is foreign, expect an additional layer here — foreign investment approval, local representative authorization, and Nepal Rastra Bank recording of the investment.

Step 4: Submit through CAMIS

With your name approved and your MOA, AOA, and shareholder/director documents ready, the application goes in as one package through CAMIS. This is where small inconsistencies cause the most common rejections: a company name that doesn't match exactly across the application form, MOA, and AOA, in spacing, punctuation, or capitalization. A careful line-by-line comparison across every document before you hit submit is worth the extra ten minutes, since catching a mismatch here is far cheaper than catching it after OCR's examination flags it. Our full CAMIS walkthrough covers the portal itself in more depth if you want to see what each stage looks like inside the system.

Step 5: Pay the registration fee

OCR calculates the registration fee on a tiered scale tied to your authorized capital — there's no single flat rate. For a standard Private Limited filing at a modest capital tier — commonly around NPR 1,00,000 — total costs including government fees, stamp duty, and notarization typically land in the NPR 15,000 to 25,000 range, before any professional service fee. Companies registering with capital below roughly NPR 1,00,000 fall into a lower fee tier, commonly cited around NPR 1,000 for the base government fee, though stamp duty and notarization still apply on top. Resist the temptation to set authorized capital unnecessarily high "just in case" — since the fee scales with capital, that habit inflates your upfront cost with no real operational benefit. See our full fee breakdown for exactly what's inside that range.

Step 6: OCR examination and certificate of incorporation

OCR reviews your submission for consistency, completeness, and compliance with the Companies Act. Most sources cite 5 to 15 working days from submission to certificate for a straightforward Private Limited filing, depending on document completeness and OCR's review queue at the time. If OCR raises a query — almost always one of the checklist issues covered below rather than a legal problem — you'll need to correct and resubmit the flagged document, which resets or extends this stage. Once approved, your certificate of incorporation is issued through the portal itself, and your company legally exists as a distinct entity, separate from its owners, from that point forward.

Step 7: Register for PAN and VAT

PAN registration is mandatory and non-negotiable immediately after your certificate arrives — it's handled by the Inland Revenue Department, not OCR, and is a separate follow-on step rather than something CAMIS does for you automatically. VAT registration is required once your turnover crosses the applicable threshold — NPR 50 lakh for goods businesses, NPR 30 lakh for services — or immediately for certain specified sectors regardless of turnover. Skipping or delaying this step is one of the more consequential mistakes founders make: without PAN, your company isn't fully operational for invoicing or tax purposes, no matter how official the OCR certificate looks on its own.

Step 8: Ward-level registration and ongoing compliance

Ward-level local registration at your municipality is a separate requirement many first-time founders don't know exists until after the OCR certificate arrives. From here, your company enters a recurring compliance cycle: annual income tax filing, monthly VAT/TDS filing if registered, annual OCR compliance documentation, and an annual financial review by a licensed accounting professional for most registered companies. Treating the certificate of incorporation as the finish line, rather than the start of an ongoing relationship with several government bodies, is where a lot of founders lose track of deadlines in year one. Our compliance services and accounting services teams handle this cycle end to end if you'd rather not track every deadline yourself.

Full document checklist

Gathering everything below before you open CAMIS, rather than partway through, is what keeps a filing moving:

• Citizenship certificate or passport for every shareholder and director
• Passport-size photos of all shareholders and directors
• Proposed company name, in English and Nepali, with two or three backup options
• Registered office address details
• Proposed business objectives and share structure
• National ID numbers for every shareholder and director
• Signed MOA and AOA matching your exact company name
• Foreign investment approval and local representative authorization, if any shareholding is foreign

For the complete document-by-document breakdown, including a worked example and the specific format requirements for scanned uploads, see our documents required guide.

Realistic timeline

The single biggest driver of your overall timeline is OCR's examination stage, which most sources cite at 5 to 15 working days for a clean filing. Name reservation and MOA/AOA drafting happen before that clock starts, and how long they take depends mostly on how ready you are — a founder with their name backups and shareholding structure already decided moves through both quickly, while indecision here is often the real source of delay long before the application ever reaches OCR. PAN registration, the mandatory follow-on step, is a separate, more routine filing with the Inland Revenue Department rather than part of the OCR timeline itself. The most reliable way to keep your overall timeline short isn't rushing any individual step — it's making sure every document is internally consistent before you submit, since a single query from OCR resets the clock on the stage that already takes the longest.

It's worth planning for at least the possibility of one round of clarification rather than assuming automatic first-pass approval, especially if this is your first filing. That's not a pessimistic assumption — it's a realistic buffer, and it means a query doesn't derail your broader business plans (signing a lease, hiring, opening a bank account) if it does come up. Founders who build in that buffer tend to handle a mid-process query as a minor course correction; founders who assumed a guaranteed timeline tend to treat the same query as a crisis.

What it actually costs

For a standard Private Limited filing at a modest capital tier, budget NPR 15,000 to 25,000 for government fees, stamp duty, and notarization combined — that figure doesn't include any professional or legal service fee, which is a separate line item depending on who handles the filing for you. On top of the OCR-side cost, plan for PAN registration and Ward-level registration as their own steps, each with its own process and cost. A rejected filing adds cost as well as delay: if the rejection stems from a document error, you may need to redo notarization or stamp duty on the corrected paperwork, effectively paying part of the fee twice. Budgeting slightly above the minimum and getting your documents right the first time is, in practice, usually cheaper than filing at the lowest possible cost and risking a redo.

Common mistakes at each step

• Submitting only one name choice at Step 1. Without two or three backups, a rejected name restarts the entire reservation step from scratch.
• Drafting the MOA/AOA from a generic template at Step 2. A document copied from another company's filing, only partially updated, creates internal inconsistencies OCR examination is likely to flag.
• Letting a National ID number go untranscribed or mistyped at Step 3. A pure data-entry error, but one that stops the whole application until corrected.
• Uploading unsigned documents at Step 4. A document that's otherwise perfect but missing a required signature is treated the same as a missing document.
• Setting authorized capital unrealistically high at Step 5 "just in case" — since the fee scales with capital, this inflates your cost with no real benefit.
• Treating the certificate from Step 6 as the finish line and delaying PAN, VAT, or Ward registration — this creates compliance gaps that surface as penalties later, not registration problems.

None of these require a legal background to avoid — they require a careful, methodical read-through of your own document set before you submit, ideally by someone other than whoever drafted it. Our full mistakes guide covers these in more depth, including what a rejection actually costs.

Frequently asked questions

How long does it take to register a Private Limited company in Nepal?

OCR's examination stage — the biggest single driver of your timeline — is most commonly cited at 5 to 15 working days for a clean filing, on top of the time it takes you to reserve a name and get your MOA/AOA and shareholder documents ready before submission.

How much does it cost to register a Private Limited company?

A standard filing at a modest capital tier — commonly around NPR 1,00,000 in authorized capital — typically totals NPR 15,000 to 25,000 in government fees, stamp duty, and notarization, not including any professional service fee.

Can I register a Private Limited company with just one shareholder?

Yes. A Private Limited company can have as few as 1 shareholder, up to a maximum of 101, and that same person can also serve as director.

What's the minimum capital required?

A Private Limited company can register with authorized capital as low as NPR 1,00,000 in most cases, with a lower registration fee tier available for capital below that threshold.

Can I file the registration myself, or do I need help?

A straightforward single-shareholder or small-founding-team filing with simple objectives is genuinely feasible to file yourself if you're detail-oriented about the document checklist. Multiple shareholders, foreign investment, or an unusual objects clause raise the risk of an OCR query enough that professional help usually pays for itself in avoided delay.

What happens right after I receive my certificate of incorporation?

PAN registration is mandatory and immediate. VAT registration follows if your turnover or sector requires it. Ward-level local registration is a separate step many founders don't know about until afterward, and from there you're into an annual compliance cycle of tax filing and financial review.

What's the most common reason a filing gets delayed?

Name mismatches across the application form, MOA, and AOA — even a spacing or punctuation difference is enough to trigger a query — followed by missing National ID numbers and unsigned documents. All three are checklist errors, not legal complexities.

Bottom line

Registering a Private Limited company in Nepal is a document-driven process more than a legal one: reserve your name with backups ready, draft an MOA and AOA that actually matches your shareholding, cross-check every document before you submit, and budget for the full cycle — OCR fees, PAN, and Ward registration — rather than treating the certificate of incorporation as the finish line. If you'd rather have the whole process, from name reservation through PAN and VAT, handled for you, our company registration team files these every week and can quote a clear, itemized cost before you commit to anything.