Company Registration in Nepal: The Definitive 2026 Guide to Online Registration Process
Last updated: January 2026
Company registration in Nepal has been revolutionized by the Company Administration Management Information System (CAMIS) launched in Shrawan 2081 (July 2024). This comprehensive guide provides authoritative, up-to-date information on the entire company registration process in Nepal, incorporating recent legal amendments, digital signature requirements, and post-registration compliance mandates.
What Is Company Registration in Nepal?
Company registration in Nepal is the legal process of incorporating a business entity under the Companies Act, 2063 (2006) through the Office of Company Registrar (OCR). The online company registration in Nepal process creates a separate legal entity with perpetual succession, limited liability protection, and the ability to own property, incur debts, and sue or be sued in its own name.
Legal Framework for Company Registration in Nepal
The company registration process in Nepal operates under multiple legal instruments:
- Companies Act, 2063 (2006): Principal legislation governing incorporation, management, and dissolution
- Industrial Enterprise Act, 2076 (2020): Regulates industrial establishment and operation
- Foreign Investment and Technology Transfer Act, 2075 (2019): Governs foreign investment procedures
- Electronic Transactions Act, 2063: Provides legal validity to digital signatures
- Income Tax Act, 2058 (2002): Mandates PAN/VAT registration requirements
Types of Companies That Can Be Registered in Nepal
Understanding company types is crucial for selecting the appropriate business structure:
| Company Type | Minimum Members | Maximum Members | Minimum Capital | Key Features |
|---|---|---|---|---|
| Private Limited Company | 1 | 101 | NPR 1 | Most popular; limited liability; restricted share transfer |
| Public Limited Company | 7 | Unlimited | NPR 10,000,000 | Can raise public capital; mandatory company secretary |
| Non-Profit Company | 5 | Unlimited | NPR 1 | Cannot distribute profits; for social/educational purposes |
| Foreign Company (Branch) | – | – | NPR 50,000,000 | Requires DOI/IBN approval; sector-specific restrictions |
| One-Person Company | 1 | 1 | NPR 1 | Single shareholder; limited liability protection |
Step-by-Step Online Company Registration Process in Nepal Through CAMIS
The CAMIS portal (camis.ocr.gov.np) streamlines company registration in Nepal into eight distinct phases:
Step 1: Digital Signature Certificate (DSC) Acquisition
Before initiating company registration in Nepal, all proposed directors must obtain a Class 3 Digital Signature Certificate from licensed certifying authorities:
- Nepal Certifying Company (NCC) is the primary authorized authority
- Validity period: 1-2 years
- Required documents: Citizenship certificate, passport-sized photo, PAN card
- Processing time: 1-3 working days
- Cost: NPR 1,500-3,000 per signature
Pro tip: Obtain DSCs before name reservation to avoid delays in the company registration process in Nepal.
Step 2: Name Reservation via CAMIS Portal
The company registration process in Nepal begins with name reservation:
- Create account at camis.ocr.gov.np using your DSC
- Submit three proposed names in order of preference
- System automatically checks against existing registered entities
- Name reservation fee: NPR 100 (non-refundable)
- Validity period: 90 days from approval date
Name approval criteria:
- Must not be identical or deceptively similar to existing companies
- Cannot contain offensive or prohibited terms
- Must include appropriate suffix (Pvt. Ltd., Ltd., etc.)
- Should reflect business objectives mentioned in MoA
Step 3: Preparation of Constitutional Documents
Drafting meticulous Memorandum of Association (MoA) and Articles of Association (AoA) is critical for successful online company registration in Nepal:
Memorandum of Association must contain:
- Company name and registered office address
- Business objectives (main and ancillary)
- Liability clause (limited or unlimited)
- Authorized share capital and division
- Subscriber details and share allocation
Articles of Association govern internal management:
- Share transfer restrictions (for private companies)
- Director appointment and powers
- Meeting procedures and quorum requirements
- Dividend distribution policies
- Winding up procedures
Common pitfall: Vague business objectives often trigger OCR queries. Specify precise activities to expedite company registration in Nepal.
Step 4: Document Compilation for Online Submission
Comprehensive documentation is mandatory for company registration in Nepal:
Mandatory documents checklist:
- Digital copies of MoA and AoA (signed by all subscribers)
- Citizenship certificates of all promoters/directors (notarized)
- Passport-sized photographs (digital format)
- Proof of registered office address (rental agreement or ownership document)
- Shareholder agreement (if applicable)
- Board resolution (if corporate shareholder)
- Tax clearance certificate (for existing business owners)
- Consent letters from all directors
Foreign investors must additionally provide:
- Passport copy with valid visa
- Bank statement from home country
- Approval from Department of Industry (DOI) or Investment Board Nepal (IBN)
- Minimum NPR 20,000,000 investment commitment per investor
Step 5: Online Application Submission Through CAMIS
The online company registration in Nepal portal requires:
- Login using DSC credentials
- Complete detailed application form (Anusuchi 1)
- Upload all scanned documents in specified formats (PDF, JPG)
- Enter shareholder details, capital structure, and director information
- Verify all entries before final submission
System automatically calculates registration fees based on authorized capital.
Step 6: Payment of Government Fees Online
The company registration fees in Nepal structure (updated January 2025):
Private Limited Company Registration Fees:
| Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|
| Up to 100,000 | 1,000 |
| 100,001 – 500,000 | 4,500 |
| 500,001 – 2,500,000 | 9,500 |
| 2,500,001 – 10,000,000 | 16,000 |
| 10,000,001 – 20,000,000 | 19,000 |
| 20,000,001 – 30,000,000 | 22,000 |
| 30,000,001 – 40,000,000 | 25,000 |
| 40,000,001 – 50,000,000 | 28,000 |
| 50,000,001 – 60,000,000 | 31,000 |
| 60,000,001 – 70,000,000 | 34,000 |
| 70,000,001 – 80,000,000 | 37,000 |
| 80,000,001 – 90,000,000 | 40,000 |
| 90,000,001 – 100,000,000 | 43,000 |
| Above 100,000,000 | NPR 30 per 100,000 |
Public Limited Company Registration Fees:
| Authorized Capital (NPR) | Registration Fee (NPR) |
|---|---|
| Up to 10,000,000 | 15,000 |
| 10,000,001 – 100,000,000 | 40,000 |
| 100,000,001 – 200,000,000 | 70,000 |
| 200,000,001 – 300,000,000 | 100,000 |
| 300,000,001 – 400,000,000 | 130,000 |
| 400,000,001 – 500,000,000 | 160,000 |
| Above 500,000,000 | NPR 3,000 per crore |
Payment methods: e-banking, mobile banking, debit/credit cards through CAMIS payment gateway.
Step 7: OCR Examination and Verification
The Office of the Company Registrar conducts thorough verification:
Typical examination timeline: 3-5 working days
OCR checks for:
- Document completeness and authenticity
- Compliance with Companies Act provisions
- Consistency between online and physical submissions (if required)
- Name approval validity
- Capital structure legality
Query resolution: If discrepancies are found, OCR issues queries via CAMIS dashboard. Respond within 7 days to avoid application rejection.
Step 8: Certificate Issuance and Post-Registration
Upon successful verification, OCR issues:
- Certificate of Incorporation (digital format downloadable from CAMIS)
- Company PAN automatically coordinated with Inland Revenue Department
- Company registration number for official correspondence
Total timeline for company registration in Nepal: 7-10 working days (assuming no queries and complete documentation).
Critical Post-Registration Requirements in Nepal
Many businesses fail due to overlooked compliance. Here’s the complete checklist:
3-Month Compliance Checklist (Mandatory)
Within 90 days of company registration in Nepal, complete these tasks:
- Conduct first board meeting and record minutes
- Appoint auditor (if required by capital threshold)
- Issue share certificates to all shareholders
- File return of allotment with OCR
- Establish statutory registers: members, directors, charges
- Register with Social Security Fund (SSF)
- Open corporate bank account using incorporation certificate and PAN
- Obtain industry-specific licenses (if applicable)
- Register at local ward office for business operation permit
- Implement accounting system per Nepal Financial Reporting Standards
Annual Compliance Calendar for Registered Companies
| Compliance Activity | Deadline | Authority | Penalty for Non-Compliance |
|---|---|---|---|
| Annual General Meeting (AGM) | Within 6 months of fiscal year-end | OCR | NPR 5,000-25,000 |
| File annual returns | Within 30 days of AGM | OCR | NPR 1,000 per day delay |
| Submit audited financial statements | Within 6 months of fiscal year-end | OCR | NPR 10,000-50,000 |
| Income tax returns | As per IRD calendar | Inland Revenue | 25% of tax due + interest |
| VAT returns (if applicable) | Monthly/Quarterly | Inland Revenue | NPR 20,000 per return |
| Renew trade license | Annually | Local Ward Office | Business operation ban |
| Update director changes | Within 7 days of change | OCR | NPR 500 per day delay |
| File shareholding details | Within 1 month of allotment | OCR | NPR 2,000 |
Sector-Specific Registration Requirements
Certain industries require additional approvals before or after company registration in Nepal:
Banking & Financial Institutions: Nepal Rastra Bank approval (minimum capital NPR 2 billion for commercial banks)
Insurance Companies: Insurance Board approval (minimum capital NPR 1 billion)
Hydropower Projects: Department of Electricity Development license
Tourism Businesses: Nepal Tourism Board registration and TIMS certification
Educational Institutions: Ministry of Education approval
Healthcare Facilities: Ministry of Health and Population licensing
Telecommunications: Nepal Telecommunications Authority license
Foreign Investment Sectors: DOI/IBN approval under FITTA
Foreign Company Registration in Nepal: Special Provisions
Foreign investors face additional requirements for company registration in Nepal:
Minimum Investment Thresholds:
- General sectors: NPR 20,000,000 per investor
- Specialized sectors (tourism, IT): NPR 5,000,000 per investor
- Infrastructure projects: NPR 500,000,000
Approval Process:
- Submit application to Department of Industry (DOI) or Investment Board Nepal (IBN) for projects above NPR 5 billion
- Obtain Foreign Investment Approval Certificate within 30 days (if complete)
- Transfer capital through banking channel and obtain NRB approval
- Proceed with standard company registration in Nepal process
Repatriation Rules:
- Profits can be repatriated after 1 year of operation
- Requires NRB approval and tax clearance certificate
- Allowed for dividend, loan repayment, and capital reduction
Common Mistakes That Delay Company Registration in Nepal
Avoid these frequent errors:
- Incomplete MoA/AoA: Vague objectives trigger OCR queries. Specify precise business activities.
- Digital signature issues: Expired DSCs or technical glitches cause application rejection.
- Name conflicts: Similar names to existing companies cause automatic rejection.
- Capital miscalculation: Errors in authorized capital structure delay fee calculation.
- Missing director consent: Unsigned consent letters invalidate applications.
- Address proof issues: Unregistered rental agreements or improper documentation.
- Foreign approval delays: Not obtaining DOI approval before OCR submission.
Cost Breakdown for Company Registration in Nepal (Sample Calculation)
For a Private Limited Company with NPR 2,500,000 authorized capital:
| Cost Component | Amount (NPR) |
|---|---|
| Digital Signatures (2 directors) | 4,000 |
| Name reservation fee | 100 |
| Government registration fee | 9,500 |
| MoA/AoA drafting (if using lawyer) | 15,000 |
| Notary charges | 1,000 |
| Company stamp | 500 |
| PAN registration | Free (auto-coordinated) |
| Total Estimated Cost | 30,100 |
Additional costs may apply for sector-specific licenses and professional consultations.
Frequently Asked Questions
What documents are required for company registration in Nepal?
The essential documents include: (1) Digital Signature Certificates for all directors, (2) Memorandum and Articles of Association, (3) Citizenship certificates or passports of promoters, (4) Proof of registered office address, (5) Passport-sized photographs, (6) Shareholder agreement (if multiple founders), (7) Board resolution (if corporate shareholder), and (8) Tax clearance (if existing business owner). Foreign investors additionally need DOI approval and bank statements.
How long does company registration take in Nepal?
The online company registration in Nepal process typically takes 7-10 working days through CAMIS portal. This includes: 1 day for DSC acquisition, 1-2 days for name reservation, 3-5 days for OCR verification, and 1-2 days for certificate issuance. Physical verification (if required) may add 2-3 days. Incomplete documentation or OCR queries can extend this to 15-20 days.
What is the minimum capital requirement for company registration in Nepal?
For private limited companies, no minimum paid-up capital is prescribed—you can register with NPR 1. However, public limited companies require minimum NPR 10,000,000 paid-up capital. Foreign-invested companies need minimum NPR 20,000,000 per investor in most sectors. Authorized capital determines registration fees, not operational capability.
Can a foreigner register a company in Nepal?
Yes, foreigners can register companies in Nepal under the Foreign Investment and Technology Transfer Act, 2075. Requirements include: minimum investment of NPR 20,000,000 per investor, prior approval from Department of Industry or Investment Board Nepal, registration with Nepal Rastra Bank for capital repatriation, and compliance with sector-specific restrictions (negative list). The online process remains the same after obtaining foreign investment approval.
What is CAMIS and how does it work for company registration?
CAMIS (Company Administration Management Information System) is Nepal’s digital portal (camis.ocr.gov.np) launched in 2024 for end-to-end company registration. It integrates digital signatures, name reservation, document submission, fee payment, and certificate issuance. The system connects with national ID database for instant verification and coordinates automatically with Inland Revenue Department for PAN issuance, reducing processing time from weeks to days.
What are the post-registration compliance requirements?
After company registration in Nepal, you must: (1) Hold board meeting within 30 days, (2) Issue share certificates within 60 days, (3) Register for VAT if turnover exceeds NPR 5 million, (4) File annual returns within 30 days of AGM, (5) Submit audited financials within 6 months of fiscal year-end, (6) Renew trade license annually, (7) Update director changes within 7 days, and (8) Maintain statutory registers. Non-compliance attracts penalties from NPR 1,000 to 50,000 per violation.
How much does company registration cost in Nepal in 2025?
Registration fees vary by company type and authorized capital. A private company with NPR 1 million capital costs NPR 16,000 in government fees, while a public company with the same capital costs NPR 15,000. Additional costs include: digital signatures (NPR 2,000-3,000 each), name reservation (NPR 100), legal documentation (NPR 10,000-25,000), and notary charges (NPR 500-1,000). Total costs typically range from NPR 30,000-50,000 for a basic private company.
What is the difference between authorized capital and paid-up capital?
Authorized capital is the maximum capital a company can raise through share issuance (determines registration fees). Paid-up capital is the amount shareholders have actually paid to the company. For company registration in Nepal, you declare authorized capital in MoA, but only need to deposit paid-up capital in the corporate bank account. Private companies can operate with minimal paid-up capital regardless of authorized capital.
Do I need a lawyer for company registration in Nepal?
While not legally required for company registration in Nepal, professional assistance is highly recommended for: drafting MoA/AoA with precise business objectives, ensuring compliance with Companies Act provisions, handling foreign investment approvals, structuring share capital optimally, and avoiding common rejection reasons. Lawyers also expedite query resolution with OCR and ensure proper post-registration compliance setup.
What is the Digital Signature requirement and how to obtain it?
Digital Signatures are mandatory for online company registration in Nepal under the Electronic Transactions Act. All directors must obtain Class 3 DSC from Nepal Certifying Company or other licensed authorities. Process: (1) Submit application with citizenship and photo, (2) Undergo identity verification, (3) Pay NPR 1,500-3,000 fee, (4) Receive DSC on USB token within 1-3 days. DSC is valid for 1-2 years and required for all CAMIS portal transactions.
Conclusion: Maximizing Success in Company Registration in Nepal
Company registration in Nepal has been fundamentally transformed by the CAMIS digital portal, reducing timelines from 30 days to 7-10 working days. Success depends on meticulous preparation: obtaining digital signatures before application, drafting precise constitutional documents, accurately calculating capital structure, and understanding post-registration compliance obligations.
The key differentiator for successful entrepreneurs is proactive compliance management. Establish internal processes for statutory record-keeping, tax filing calendars, and annual return submissions immediately after registration. For foreign investors, early engagement with DOI/IBN and Nepal Rastra Bank streamlines capital repatriation planning.
Next Steps:
- Obtain digital signatures for all proposed directors
- Reserve your company name through camis.ocr.gov.np
- Engage qualified professionals for MoA/AoA drafting
- Prepare complete documentation before submission
- Plan your 3-month and annual compliance calendar
For complex structures involving foreign investment, multiple shareholders, or sector-specific licenses, consult experienced corporate law firms familiar with OCR’s evolving digital processes. The investment in professional guidance typically saves weeks of delays and prevents costly compliance violations.
Contact Sunshine law Firm for Company registration in Nepal. Sunshine law firm Completes company registration in 2 to 3 business days. Book a consultancy and reserve your company name and start business in Nepal with Sunshine law Firm.
This guide is based on the Companies Act, 2063, OCR regulations, and CAMIS portal requirements as of January 2026. Legal provisions are subject to periodic amendments. For case-specific advice, consult qualified legal practitioners.
