Who is eligible to register a company in Nepal?
Any individual aged 18 or above with a sound mind can register a company in Nepal. For Nepali citizens, a citizenship certificate is required. Multiple individuals can form partnerships or corporations. Mental competency and a clean criminal record are mandatory requirements. The applicant must not be blacklisted by any financial institution or declared bankrupt. Government employees are restricted from company registration unless specifically permitted by their departments.
Where should a company be registered in Nepal?
Company registration in Nepal is primarily handled by the Office of Company Registrar (OCR) in Kathmandu. The registration process takes place at Tripureshwor, Kathmandu. However, some preliminary procedures can be initiated at district offices. The Department of Industry also plays a role for certain types of companies. Business owners must register at OCR first, followed by registration with the Inland Revenue Department and other relevant authorities.
What types of companies can be incorporated?
Nepal recognizes several types of company structures: Private Limited Company (most common), Public Limited Company, Not-for-Profit Company, and Foreign Company Branch Office. Each type has different requirements and regulations. Private Limited Companies can have 1-101 shareholders, while Public Limited Companies require at least 7 shareholders. Single Person Companies are also permitted under recent regulations. Foreign companies can establish branch offices or liaison offices.
What documents are required for company registration?
Essential documents include citizenship certificates/passports of all promoters, photographs, proposed company name approval, memorandum of association, articles of association, and consent letters from directors. Additional requirements include proof of office address, rental agreement or ownership documents, director identification documents, and initial board resolution. For foreign investors, documents must be authenticated by their respective embassies.
How long does the company registration process take?
The standard company registration process typically takes 15-30 days, depending on the type of company and documentation completeness. Simple private limited companies might be registered within 7-15 working days if all documents are in order. More complex structures like public limited companies or foreign company branches may take longer, usually 30-45 days. Delays can occur if documents require corrections or additional verifications.
What are the registration fees for a company?
Registration fees vary based on authorized capital and company type. For private limited companies, fees start from NPR 9,500 for capital up to NPR 1 million. Additional charges include name reservation (NPR 1,000), stamp duties, and documentation fees. Public limited companies have higher fees. Foreign company registration fees are typically higher, starting from NPR 50,000. Annual renewal fees are separate.
Can foreign nationals register a company in Nepal?
Yes, foreign nationals can register companies in Nepal, subject to specific regulations. They need valid passports, visas, and proper documentation from their home country. Foreign investment requires approval from the Department of Industry. Certain sectors have investment restrictions or are reserved for Nepali nationals. Foreign investors must bring minimum capital through proper banking channels.
Is online company registration available in Nepal?
Yes, Nepal has implemented an online company registration system through the Office of Company Registrar’s website. However, physical presence is still required for document verification and final processing. The online system allows name reservation, form submissions, and tracking application status. Some documents must still be submitted in physical form, especially those requiring notarization or verification.
Is a local address required for registration?
Yes, a local business address in Nepal is mandatory for company registration. The address must be verifiable with proper documentation, such as a rental agreement or ownership papers. Post box numbers are not accepted. The company must maintain a registered office address where official communications can be received. Change of address must be notified to authorities within specified timeframes.
What is the minimum capital requirement for registration?
Minimum capital requirements vary by company type. For private limited companies, the minimum is NPR 100,000. Public limited companies require NPR 10 million. Foreign investment companies have higher requirements, typically starting at USD 50,000. The capital must be deposited in a Nepali bank account. Different sectors may have specific capital requirements set by regulatory authorities.
Can a single individual register a company?
Yes, Nepal allows Single Person Companies under the Companies Act. One individual can serve as the sole shareholder and director. However, they must appoint a nominee director for succession purposes. The process is similar to regular private limited company registration but with simplified documentation. Annual compliance requirements remain the same.
Is a trade license required post-registration?
Yes, most businesses require additional licenses after company registration. These include business operating licenses from local municipalities, industry-specific permits, and environmental clearances where applicable. The Department of Industry issues industrial licenses. Service sector companies may need specific permits from relevant ministries. Annual renewals are mandatory for most licenses.
What taxes are applicable to registered companies?
Registered companies must pay corporate income tax (20-30%), Value Added Tax (13% if turnover exceeds NPR 5 million), and other applicable taxes. Tax rates vary by industry and company size. Companies must file monthly, quarterly, and annual tax returns. Special Economic Zone companies may receive tax benefits. Dividend tax, capital gains tax, and custom duties may also apply.
How can a company obtain a PAN in Nepal?
Permanent Account Number (PAN) registration is mandatory and obtained from the Inland Revenue Department. Companies must submit registration certificates, director details, and business plans. The process takes 3-7 days. Biometric registration of directors is required. PAN is essential for tax compliance, banking, and business operations. Regular tax filings must be maintained to keep PAN active.
Can a company name be changed after registration?
Yes, companies can change their names post-registration through a defined process. It requires shareholder approval, submission of board resolutions, and payment of prescribed fees. The new name must be approved by OCR. Public notices are required. All legal documents, bank accounts, and registrations must be updated with the new name. The process typically takes 30-45 days.
How can a company be dissolved or closed?
Company dissolution requires shareholder approval and compliance with legal procedures. The process includes settling all liabilities, tax clearances, and employee obligations. Public notices must be published. The liquidator submits final reports to OCR. The process can take 6-12 months. Voluntary dissolution is simpler than court-ordered liquidation. Tax clearance certificates are mandatory.
Is legal counsel required for company registration?
While not legally mandatory, professional legal counsel is highly recommended for company registration. Lawyers ensure proper documentation, compliance with regulations, and smooth processing. They handle interactions with various government offices. Complex structures like public companies or foreign investments particularly benefit from legal expertise. Legal counsel helps avoid future compliance issues.
Can a non-profit organization be registered as a company?
Yes, non-profit organizations can be registered as Section 166 companies under the Companies Act. They require different documentation and have specific operational restrictions. All profits must be reinvested in organizational objectives. Board members cannot receive dividends. Regular reporting to the Social Welfare Council is required. Different tax rules apply to non-profit companies.
What are the consequences of failing to renew registration?
Failure to renew company registration can result in penalties, fines, or company dissolution. Late renewal fees increase with delay duration. Companies may be blacklisted from government contracts. Bank accounts might be frozen. Directors could face personal liability. Continuous non-renewal for three years can lead to automatic deregistration. Restoration requires payment of all dues and penalties.
How can I verify my company’s registration status?
Company registration status can be verified through the OCR website’s online portal. Verification requires the company registration number or name. Physical verification is available at OCR offices. The system shows registration date, renewal status, and basic company information. Detailed company profiles require additional authentication. Third-party verification services are also available through authorized agencies.
