Entity types, the OCR process, PAN and VAT registration, real costs, realistic timelines, and what happens after you get your certificate — all in one place, written by a professional accounting-led team that files these every week.
Last updated: September 2, 2026
Company registration is the legal process of establishing a business as a distinct entity under the Companies Act 2063 (2006), administered by the Office of the Company Registrar (OCR) under the Ministry of Industry, Commerce and Supplies. Once registered, a company gains a legal identity separate from its owners — it can own property, enter contracts, sue and be sued, and offers its shareholders limited liability protection.
This matters practically, not just legally. A registered company can open a business bank account, bid on tenders that require formal registration, hire staff on proper payroll, and build the kind of credibility that makes banks, landlords, and larger clients willing to work with it. An unregistered business — even one generating real revenue — is locked out of most of this.
Registration itself is only the first milestone. What follows — PAN registration, VAT where applicable, Ward-level registration, and ongoing annual compliance — is what most founders underestimate when they think about "getting registered" as a single event rather than the start of an ongoing relationship with several government bodies.
The Companies Act recognizes several structures, and the right one shapes your liability exposure, compliance load, and ability to raise capital for years afterward. Here's how the main options compare.
| Structure | Shareholders | Liability | Can raise public capital | Best for |
|---|---|---|---|---|
| Private Limited | 1–101 | Limited | No | Most small & medium businesses |
| Public Limited | 7+, no cap | Limited | Yes | Large-scale capital raising |
| Sole Proprietorship | 1 (the proprietor) | Unlimited, personal | No | Solo founders testing an idea |
| Partnership Firm | 2+ partners | Often personal, per deed | No | Co-founders with a documented agreement |
| NGO | Founding members | N/A (non-profit) | N/A | Domestic social/charitable work |
| INGO | Foreign HQ | N/A (non-profit) | N/A | Foreign organizations operating in Nepal |
Restricts share transfer, caps shareholders at 101, and cannot offer shares to the public. Simpler ongoing compliance than Public Limited, which is why the large majority of small and medium Nepali businesses register this way.
Needs a minimum of 7 shareholders with no upper limit, can raise capital from the public, and carries meaningfully higher minimum capital and disclosure requirements. Public Limited companies are commonly cited as needing well above NPR 1 crore in capital to operate at the scale the structure is designed for, against roughly NPR 1 lakh for a typical Private Limited filing.
A Sole Proprietorship is fast and cheap to set up through Ward-level and PAN registration, but offers no separation between you and the business — personal liability for business debts is real. A Partnership firm sits in between: two or more people sharing a business under a partnership deed, with liability that depends on how the deed is structured.
Non-profits register under the Association Registration Act, not the Companies Act — through the District Administration Office and, for broader operations or foreign funding, the Social Welfare Council. An INGO, headquartered outside Nepal, follows a heavier process centered on a General Agreement and Project Agreements with the Social Welfare Council.
The distinction matters beyond paperwork. A for-profit company distributes profit to shareholders; an NGO by definition does not, and that single difference determines which law governs registration, which body you register with, and what tax treatment applies. NGOs registered correctly are eligible for specific tax exemptions not available to companies — but that eligibility flows from correct registration, not simply from calling an organization non-profit. If your NGO plans to receive funding from abroad, Social Welfare Council registration becomes a genuine requirement rather than an optional formality, and it's the piece most commonly missing when a foreign funding relationship is already underway and the gap becomes urgent.
Strip away the paperwork differences and the entity choice really comes down to one question: how much of your personal exposure are you willing to accept in exchange for simpler, cheaper setup? A Sole Proprietorship or a loosely-documented Partnership can be operating within days, but both leave personal assets exposed to business debts. A Private Limited company takes longer to register and carries real ongoing compliance, but the liability protection is exactly what you're paying that compliance cost for. Founders who choose the lighter structure purely for speed, without weighing the liability tradeoff, are the ones who most often regret it — usually after a dispute or a debt has already materialized, when converting to a protected structure no longer helps with what's already happened.
A Private Limited company can convert to Public Limited as the business grows, and in principle a Sole Proprietorship can be restructured into a company. Neither is a same-day relabeling — both involve fresh filings, updated founding documents, and in the Sole Proprietorship case, effectively starting the company registration process from scratch while unwinding the old structure. Building toward the structure you'll actually need in twelve months, rather than the cheapest one to start with today, is usually the better trade once you can see that far ahead.
As of 2026, registration runs through CAMIS — the Company Administration and Management Information System — OCR's online portal. The underlying legal requirements haven't changed; the portal just moved the process online. See our full CAMIS portal walkthrough for screen-by-screen detail on using the system itself.
Submit your proposed company name, in English and Nepali, with two or three backup options. OCR checks it against the existing registry; an approved name is typically reserved for a limited window, so drafting shouldn't stall too long afterward.
Memorandum of Association (MOA) and Articles of Association (AOA), drafted to match your actual shareholding, capital, and business objectives — not a generic template.
Application, MOA, AOA, and shareholder/director documents uploaded through the portal. This is where small inconsistencies — a name spelled differently across two documents — cause the most common rejections. See our full breakdown of why applications get rejected, and how to avoid each reason.
OCR reviews for consistency, completeness, and compliance with the Companies Act. Most sources cite 5 to 15 working days for this stage on a clean filing.
Once approved, OCR issues your registration certificate — your company now legally exists.
Mandatory next step, handled by the Inland Revenue Department, not OCR — see the PAN & VAT section below.
Every application needs, at minimum:
OCR calculates registration fees on a tiered scale tied to your authorized capital — there's no single flat fee. Setting an unnecessarily large authorized capital "just in case" quietly inflates your upfront cost for no real benefit.
A standard filing at modest capital — government fees, stamp duty, and notarization included — commonly totals NPR 15,000 to 25,000, before any professional service fee.
Meaningfully higher at every capital tier, reflecting the higher minimum capital and additional disclosure obligations the structure carries.
A rejected filing can mean redoing notarization or stamp duty on corrected paperwork — effectively paying part of the fee twice. Getting documents right the first time is usually cheaper than the lowest possible quote.
Company registration and tax registration are separate processes with separate authorities — OCR handles the former, the Inland Revenue Department the latter.
Every registered company must obtain a Permanent Account Number before commencing business. It's the foundation every subsequent tax filing depends on.
Mandatory once annual turnover exceeds NPR 50 lakh for goods-only businesses, or NPR 30 lakh for services or mixed businesses, measured on a rolling 12-month basis. Certain sectors — liquor and tobacco, brick manufacturing, electronics and motor parts dealers, restaurants with bars, tax and accounting firms, education consultancies, travel agencies, software companies, and importers — must register regardless of turnover. Registration is due within 30 days of crossing the threshold.
Due within three months of fiscal year-end (Ashoj-end), extendable to Poush-end. FY 2083/84 brought a significant reset: the tax-free threshold doubled to NPR 10 lakh and the top rate dropped from 39% to 29% — see our full breakdown of the new slabs.
Beyond OCR and IRD, most businesses also need to register at their local Ward office — a separate municipal requirement confirming your physical presence and operation in that specific ward. It's easy to overlook precisely because it happens outside the national OCR/IRD process entirely, and many founders only discover the gap when a local inspection or license renewal specifically asks for it.
Foreign-invested companies need consent to carry out business in Nepal before standard OCR registration can proceed, plus documentation of the license or approval authorizing the foreign party to invest. Investment also needs to be recorded with Nepal Rastra Bank — a step that's easy to miss but matters significantly if you ever want to repatriate profits or capital.
Non-Resident Nepalis follow a distinct, generally more accessible pathway under the NRN Act, reflecting their Nepali citizenship or origin. NRN investors still need standard OCR, PAN, and VAT registration, plus NRN-specific documentation — see our full NRN registration guide for the details.
Registration is the starting gun, not the finish line. In the weeks and months after your certificate arrives:
The businesses that find this manageable build a compliance calendar around these specific dates from day one — see our compliance calendar guide for a full breakdown.
Each of these obligations sits with a different authority — OCR, IRD, your local Ward office, and in some cases a sector regulator — and none of them cross-reference each other automatically. That's precisely why a company can be perfectly current on its income tax filing while quietly missing its OCR compliance document, or fully VAT-compliant while its Ward registration lapsed months ago without anyone noticing. Treating "compliance" as one single annual task is the most common way this goes wrong; treating it as several independent obligations, each with its own calendar, is what actually keeps a company clean.
Because it applies by virtue of registration rather than scaling strictly with revenue, this annual review surprises founders who assumed a small operation would be exempt. It isn't a bookkeeping check — it's an independent verification by a licensed accounting professional, with real legal weight attached to the signature. A rushed review, performed without genuine review of underlying records, protects you less than an honest acknowledgment that the books need cleanup first. Businesses that keep monthly bookkeeping current find review season straightforward; those that reconstruct a year of records in the final weeks find it a project with a deadline attached.
The company name must appear identically in the application, MOA, and AOA — a stray abbreviation is enough to trigger a query.
A missing or incorrect ID number for any shareholder or director holds up the whole application.
A template copied from another company's filing creates inconsistencies with your actual objectives and structure.
Redoing a registration under a different structure costs far more time than getting the decision right before filing.
Skipping PAN, VAT, or Ward registration after the certificate arrives creates compliance gaps that surface as penalties later.
Not every company runs forever, and closing one properly is a distinct process — tax clearance, VAT/PAN deregistration, and a final OCR filing, in that order. A company that simply stops operating without formal closure keeps accruing filing obligations and penalties. See our complete business closure guide for the full process, documents, and timeline.
Most sources cite 5 to 15 working days from submission to certificate for a straightforward Private Limited filing, depending on document completeness. We give a realistic estimate for your specific case in the first conversation.
Private Limited caps shareholders at 101 and can't offer shares publicly. Public Limited needs at least 7 shareholders, can raise public capital, and carries higher minimum capital and compliance requirements.
OCR fees scale with authorized capital. A modest Private Limited filing typically totals NPR 15,000–25,000 including government fees, stamp duty, and notarization — professional service fees are separate.
You need a registered office address for OCR filing, but it doesn't need to be a large commercial space — a documented address meeting OCR requirements is enough.
Yes, with additional approvals depending on sector and structure. NRNs follow a more accessible pathway under the NRN Act than fully foreign nationals.
Private Limited companies commonly register with authorized capital around NPR 1 lakh. Public Limited companies require substantially more, often cited above NPR 1 crore for full capacity.
Yes. PAN is mandatory for every company. VAT is required once turnover crosses NPR 50 lakh (goods) or NPR 30 lakh (services), or immediately for certain specified sectors.
OCR specifies the issue — usually a name mismatch, missing ID number, or unsigned document. You fix that specific issue and resubmit; it's rarely a full restart.
No — NGOs register under the Association Registration Act through the District Administration Office, a different process and authority than OCR.
A company is a separate legal entity with limited liability. A Sole Proprietorship has no such separation — you're personally liable for business debts.
PAN, VAT if applicable, Ward registration, annual tax filing, monthly VAT/TDS if registered, annual OCR compliance, and an annual financial review by a licensed accounting professional for most companies.
Yes, but conversion involves its own filing process and compliance transition — it's a real process, not a quick relabeling.
Tell us your business type and structure — we'll tell you exactly what it takes and how long it'll realistically take.
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