Private company registration

Private company registration in Nepal is the legal process of forming a private limited company under the Companies Act, 2063 through the Office of the Company Registrar (OCR). It typically takes 5–15 working days. Legal assistance reduces rejection risk. Sunshine Lawfirm manages the entire process from name approval to final registration efficiently.

What is Private Company Registration in Nepal?

Private company registration in Nepal is the legal process of establishing a Private Limited Company under the Companies Act, 2063 (2006), regulated by the Office of the Company Registrar (OCR). A Private Limited Company is a business structure where shareholder liability is limited and shares are not publicly traded.

This registration is essential for entrepreneurs and investors who want to operate legally, protect personal assets, and engage in formal business transactions. The OCR reviews and approves core documents such as the Memorandum of Association (MOA) and Articles of Association (AOA) before issuing a Company Registration Certificate.

Failure to properly register may result in legal restrictions, inability to enforce contracts, and compliance risks under applicable Nepali legislation. Errors in documentation or shareholder structure frequently lead to rejection or delays at the OCR.

Our private company registration services

Sunshine Law firm takes private limited company registration from first conversation to Certificate of Incorporation and through the post-registration steps that most clients don’t anticipate until they’re already needed.

Here’s what we handle:

1. Entity assessment, confirming a Pvt. Ltd. actually fits your ownership structure, capital plan, and the business you’re planning to run.
2. Name search and reservation, checking availability and locking in your desired company name with the OCR before anything else starts.
3. Memorandum of Association drafting written with enough breadth in the objectives that you’re not boxed in when the business grows or changes direction.
4. Articles of Association drafting, governance rules, share transfer restrictions, and director appointments, all aligned with the Companies Act 2063.
5. OCR filing and follow-up, submitting everything to the Office of the Company Registrar and handling all back-and-forth until approval comes through.
6. DoI FDI approval, the extra layer that any company with a foreign promoter must clear with the Department of Industry before OCR will even look at the registration.
7. IRD PAN registration, tax registration with the Inland Revenue Department, completed immediately after incorporation.
8. Post-incorporation briefing, what annual filings, shareholder meetings, and director obligations the Companies Act 2063 puts on you from Day 1
9. Bank account coordination, helping you get the corporate account open using your fresh registration documents.

How private company registration works step by step

Private limited company registration in Nepal generally runs through 7 steps, all going through the Office of the Company Registrar (OCR). If any promoter is a foreign national, add a mandatory stop at the Department of Industry (DoI) for FDI approval before OCR will accept the filing.

1. Sort out your structure how many promoters (at least 1, no more than 101), who the directors are, how shares are split. Get this right before anything is written down. (1–2 days)
2. Reserve the company name online through the OCR portal, or in person at Tripureshwor, Kathmandu. The OCR usually confirms availability within 1–3 working days.
3. Draft the MoA and AoA this is where most DIY registrations go wrong. The Memorandum of Association’s stated objectives lock in what the company may legally do. Write them too narrowly and you need a formal amendment another OCR filing, more time, more cost. (2–4 days with a lawyer)
4. Foreign promoters: get DoI approval first if anyone on the promoter list holds a foreign passport, Department of Industry FDI approval has to come before OCR registration. Don’t skip this. The timeline varies — ask us what to expect for your situation.
5. File with the OCR and pay government fees submit the registration form, MoA, AoA, director consent letters, and supporting documents. Fees are calculated on authorised capital.
6. Wait for the Certificate of Incorporation the OCR reviews the filing. A clean, complete submission usually comes back with the Certificate within 5–10 working days.
7. PAN and sector licences register for a Permanent Account Number with the Inland Revenue Department (IRD) right after incorporation. Pick up any sector-specific operating licences your industry requires.

Total time generally runs 5 to 15 working days, depending on how complete the documents are, how busy the OCR is, and whether DoI approval is in the mix.

Documents required for private company registration in Nepal

These are the documents typically required for private limited company registration in Nepal. What you need can vary by number of promoters and where they’re from.

For all registrations:

• Completed OCR registration form (confirm the current version at ocr.gov.np before filing it gets updated)
• Memorandum of Association, signed by all promoters
• Articles of Association, signed by all promoters
• Citizenship certificates of all Nepali promoters and directors both sides, legible copy
• Recent passport-size photographs of all promoters and directors
• Proof of registered office address ownership deed or rental agreement
• Consent letters from each proposed director
• Share allotment details number and class of shares, paid-up capital figure

If any promoter or investor is a foreign national:

• Passport copies, notarised or apostilled as required
• DoI FDI approval letter
• Board resolution from the foreign parent entity, if one exists
• Bank voucher confirming foreign investment remittance, if required at registration stage

Right after incorporation:

• IRD PAN application with supporting identity documents
• Sector-specific licence applications, if your business requires them

OCR requirements do get revised. Before we file anything, we confirm the current checklist a rejected submission wastes weeks.

Documents Required

The following documents are typically required for private company registration in Nepal;

For Nepali individuals:

• Citizenship certificates of shareholders and directors
• Passport-sized photographs
• Proposed company name options

For foreign nationals:

• Passport copies
• Visa and investment approval documents

For all applicants:

• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Registered office address proof
• Shareholder and director details

Additional documents may be required depending on company structure and OCR requirements.

Timeline and Government Fees

The private company registration process in Nepal typically takes 5 to 15 working days, subject to processing times at the Office of the Company Registrar (OCR).

Government fees apply based on authorized capital and are determined by the OCR under applicable regulations. Exact amounts vary and should be confirmed with the OCR or your lawyer.

Professional fees depend on case complexity, number of shareholders, and foreign investment involvement. Our fees vary based on complexity; contact us for a transparent quote.

Faster approvals may be possible if documentation is complete and compliant.

Why Use Sunshine Law firm for Private Company Registration ?

Sunshine Lawfirm provides precise and compliant private company registration services aligned with the Companies Act, 2063 and OCR procedures.

Our lawyers have handled numerous private company registrations for startups, SMEs, and investors across Nepal. We ensure proper drafting of MOA and AOA to avoid future disputes and compliance issues.

Clients avoid common mistakes such as incorrect share allocation, incomplete filings, and name rejection. We coordinate directly with the Office of the Company Registrar (OCR), ensuring efficient processing and compliance.

We recommend strengthening credibility through Nepal Bar Council registration and global legal directories such as Martindale and Justia.