IT company registration in Nepal requires compliance with Company Act 2063, OCR filing, PAN/VAT registration, and municipal licensing. Foreign investors must obtain DOIT approval. The process involves name reservation, document submission, and post-registration tax compliance procedures.
Steps for IT Company Registration in Nepal
- Step 1: Reserve company name at Office of Company Registrar
- Step 2: Prepare Memorandum and Articles of Association
- Step 3: Submit registration application with required documents
- Step 4: Obtain company registration certificate from OCR
- Step 5: Register for PAN and VAT at Inland Revenue Office
- Step 6: Complete municipal business registration and licensing
What is IT Company Registration in Nepal?
IT company registration in Nepal refers to the legal process of establishing a technology-based business entity under the Company Act 2063. This registration creates a separate legal identity for information technology enterprises engaged in software development, IT consulting, digital services, web development, mobile application creation, system integration, data management, cybersecurity services, and other technology-related commercial activities within Nepal’s jurisdiction.
The IT company registration process in Nepal involves incorporating a business entity with the Office of Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies. Technology entrepreneurs must choose an appropriate company structure—typically a private limited company for small to medium IT ventures or a public limited company for larger technology enterprises. The registration establishes the company’s legal capacity to enter contracts, own property, employ staff, and conduct IT business operations throughout Nepal.
IT company registration in Nepal provides technology businesses with legal recognition, limited liability protection for shareholders, access to formal banking channels, eligibility for government IT contracts, ability to participate in digital Nepal initiatives, and compliance with Nepal’s evolving information technology regulatory framework. Registered IT companies can legally invoice clients, claim tax deductions on technology infrastructure investments, hire foreign technical experts with proper work permits, and establish credibility in Nepal’s growing digital economy.
Where to Register an IT Company in Nepal?
IT company registration in Nepal must be completed at the Office of Company Registrar (OCR), located in Tripureshwor, Kathmandu. The OCR operates under the Department of Industry, which falls within the Ministry of Industry, Commerce and Supplies. Technology entrepreneurs can visit the OCR office physically or access online registration services through the official portal for preliminary procedures related to IT company registration in Nepal.
For foreign investment in IT companies, additional approval from the Department of Industry (DOIT) is mandatory before proceeding with OCR registration. The DOIT office, also situated in Tripureshwor, Kathmandu, evaluates foreign direct investment proposals in the technology sector and issues investment approval certificates. After obtaining DOIT clearance, foreign investors can proceed with standard IT company registration procedures at the OCR for their technology ventures.
Following OCR registration, IT companies must complete supplementary registrations at the Inland Revenue Office for Permanent Account Number (PAN) and Value Added Tax (VAT) registration, and at the respective municipal office for business operation licenses. These offices are located in various districts across Nepal, with the main Inland Revenue Office situated in Lazimpat, Kathmandu. You can access the official OCR portal at https://www.ocr.gov.np for online services related to IT company registration in Nepal.
What Laws Govern IT Company Registration in Nepal?
IT company registration in Nepal is governed by multiple legal frameworks that regulate business incorporation, technology operations, taxation, and digital commerce. The primary legislation is the Company Act 2063 (2006), which establishes the legal foundation for all company registrations in Nepal, including IT enterprises.
Key laws and regulations governing IT company registration in Nepal include:
- Company Act 2063 (2006) and Company Regulations 2064 (2007)
- Foreign Investment and Technology Transfer Act 2075 (2019)
- Industrial Enterprises Act 2076 (2020)
- Information Technology Act 2063 (2006)
- Electronic Transactions Act 2063 (2008)
- Income Tax Act 2058 (2002)
- Value Added Tax Act 2052 (1996)
- Labor Act 2074 (2017)
- Foreign Employment Act 2064 (2007) for hiring foreign IT professionals
- Copyright Act 2059 (2002) for software and digital content protection
- Telecommunications Act 2053 (1997) for IT infrastructure
- Nepal Rastra Bank directives on digital payment systems
- Municipal regulations for business licensing
- Social Security Act 2074 (2017) for employee benefits
How to Register an IT Company in Nepal?
Step 1: Reserve Company Name at Office of Company Registrar
Visit the Office of Company Registrar website or office to check name availability for your IT company. Submit a name reservation application with three proposed names following naming guidelines. Pay the prescribed fee and obtain name reservation approval, which remains valid for thirty-five days for IT company registration in Nepal.
Step 2: Prepare Memorandum and Articles of Association
Draft the Memorandum of Association defining company objectives, authorized capital, share structure, and IT business activities. Prepare Articles of Association outlining internal management rules, director powers, shareholder rights, and operational procedures. Both documents must comply with Company Act 2063 requirements for IT company registration in Nepal.
Step 3: Submit Registration Application with Required Documents
Complete the company registration application form with accurate details about promoters, directors, registered office, and capital structure. Attach all required documents including citizenship certificates, photographs, MOA, AOA, and office rental agreement. Submit the application package to OCR with applicable registration fees for IT company registration.
Step 4: Obtain Company Registration Certificate from OCR
The Office of Company Registrar reviews submitted documents for legal compliance and completeness. Upon satisfactory verification, OCR issues the company registration certificate with a unique company registration number. This certificate legally establishes your IT company’s existence and authorizes commencement of technology business operations in Nepal.
Step 5: Register for PAN and VAT at Inland Revenue Office
Visit the Inland Revenue Office with your company registration certificate to apply for Permanent Account Number. Submit PAN application with required documents and obtain PAN certificate immediately. If annual turnover exceeds NPR 5 million, register for Value Added Tax by submitting VAT registration application for IT company operations.
Step 6: Complete Municipal Business Registration and Licensing
Register your IT company at the local municipal office where your registered office is located. Submit business registration application with company documents, office ownership proof, and prescribed fees. Obtain municipal business operation license, which must be renewed annually for continued legal operation of your IT company in Nepal.
What Documents Are Required for IT Company Registration in Nepal?
Required documents for IT company registration in Nepal include:
- Completed company registration application form (prescribed format)
- Memorandum of Association (MOA) with company objectives and IT business scope
- Articles of Association (AOA) defining internal management structure
- Citizenship certificates of all promoters and directors (notarized copies)
- Recent passport-size photographs of promoters and directors
- Registered office rental agreement or ownership certificate
- Consent letters from all directors accepting their appointment
- Share subscription agreement among promoters
- Bank voucher showing minimum paid-up capital deposit
- Company name reservation approval letter from OCR
- Foreign investment approval from DOIT (if applicable for foreign investors)
- Technology transfer agreement (if involving foreign technology partners)
- Board resolution authorizing company registration application
- Authorized signatory specimen signatures
- PAN certificates of all promoters and directors
What Are the Capital Requirements for IT Company Registration in Nepal?
IT company registration in Nepal requires compliance with minimum capital requirements specified under the Company Act 2063 and Foreign Investment and Technology Transfer Act 2075. The capital structure depends on company type, ownership pattern, and business scale of the technology enterprise.
| Company Type | Minimum Authorized Capital | Minimum Paid-up Capital | Foreign Investment Requirement | Remarks |
|---|---|---|---|---|
| Private Limited IT Company (Domestic) | NPR 100,000 | NPR 25,000 (25% of authorized) | Not applicable | Most common for startups |
| Private Limited IT Company (Foreign Investment) | NPR 5,000,000 | NPR 5,000,000 (100% paid-up) | Minimum NPR 5 million | DOIT approval mandatory |
| Public Limited IT Company | NPR 10,000,000 | NPR 2,500,000 (25% of authorized) | Minimum NPR 50 million | For large-scale operations |
| IT Company in Special Economic Zone | As per SEZ regulations | As per SEZ regulations | Varies by zone | Additional incentives available |
| IT Export-Oriented Company | NPR 100,000 (domestic) | NPR 25,000 (domestic) | NPR 5 million (foreign) | Export benefits applicable |
How Long Does IT Company Registration Take in Nepal?
IT company registration in Nepal typically requires seven to fifteen working days from application submission to certificate issuance, assuming all documents are complete and accurate.
The Office of Company Registrar processes applications within five to seven working days for standard IT company registrations. Name reservation takes one to two days, document preparation requires two to three days, and OCR verification consumes three to five days. Post-registration procedures including PAN registration (same day), VAT registration (one to two days), and municipal licensing (two to three days) add another five to seven days to the complete IT company registration timeline in Nepal.
Foreign investment cases involving DOIT approval extend the timeline by an additional fifteen to thirty days. Complex capital structures, multiple foreign investors, or technology transfer agreements may require additional scrutiny, potentially extending IT company registration in Nepal to thirty to forty-five days. Expedited processing is available for an additional fee, reducing registration time to three to five working days at the Office of Company Registrar.
What Are the Costs of IT Company Registration in Nepal?
IT company registration in Nepal involves multiple fee components payable to different government authorities during the incorporation process. Total costs vary based on authorized capital, company type, and additional services required.
| Fee Type | Amount | Payable To | Remarks |
|---|---|---|---|
| Name Reservation Fee | NPR 100 per name | Office of Company Registrar | Valid for 35 days |
| Company Registration Fee | 0.1% of authorized capital (minimum NPR 1,000) | Office of Company Registrar | Based on capital structure |
| Stamp Duty on MOA/AOA | NPR 1,000 | Nepal Government | Fixed rate |
| PAN Registration Fee | Free | Inland Revenue Office | No charge |
| VAT Registration Fee | Free | Inland Revenue Office | If turnover exceeds threshold |
| Municipal Business License | NPR 500 – NPR 5,000 | Local Municipality | Varies by location |
| Foreign Investment Approval | NPR 2,000 – NPR 10,000 | Department of Industry | For foreign investors |
| Legal Documentation | NPR 10,000 – NPR 50,000 | Legal Service Provider | Professional fees |
| Notarization Charges | NPR 500 – NPR 2,000 | Notary Public | Per document |
What Are Post-Registration Requirements for IT Companies in Nepal?
After completing IT company registration in Nepal, technology enterprises must fulfill ongoing compliance obligations to maintain legal status and operational authorization.
Post-registration requirements include:
- Annual General Meeting (AGM) within six months of fiscal year end
- Annual return filing with Office of Company Registrar within one month of AGM
- Audited financial statements submission to OCR and IRO annually
- Income tax return filing by mid-January (Poush end) each year
- VAT return filing monthly or quarterly based on turnover
- Social Security Fund contributions for all employees
- Renewal of municipal business operation license annually
- Maintenance of statutory registers (members, directors, charges, meetings)
- Board meeting minutes documentation and record-keeping
- Compliance with labor laws including employment contracts and benefits
- Copyright registration for proprietary software and digital products
- Data protection compliance under Electronic Transactions Act
- Foreign employee work permit renewals (if applicable)
- Technology transfer agreement compliance reporting to DOIT
- Banking compliance for foreign currency transactions
What Types of IT Companies Can Be Registered in Nepal?
IT company registration in Nepal accommodates various technology business models and operational structures. Entrepreneurs can choose the appropriate company type based on business objectives, investment capacity, and growth plans.
| IT Company Type | Description | Minimum Capital | Ownership Structure | Best Suited For |
|---|---|---|---|---|
| Software Development Company | Custom software, applications, enterprise solutions | NPR 100,000 | Domestic/Foreign | Product development firms |
| IT Consulting Company | Technology advisory, system integration, IT strategy | NPR 100,000 | Domestic/Foreign | Service-based businesses |
| Web Development Company | Website design, e-commerce platforms, digital marketing | NPR 100,000 | Domestic/Foreign | Digital agencies |
| Mobile App Development Company | iOS, Android, cross-platform applications | NPR 100,000 | Domestic/Foreign | App development studios |
| Cybersecurity Company | Security audits, penetration testing, data protection | NPR 100,000 | Domestic/Foreign | Security service providers |
| Data Analytics Company | Big data, business intelligence, AI/ML solutions | NPR 100,000 | Domestic/Foreign | Analytics firms |
| Cloud Services Company | Cloud infrastructure, SaaS, hosting services | NPR 5,000,000 | Foreign investment required | Infrastructure providers |
| IT Training Company | Technical education, certification programs | NPR 100,000 | Domestic/Foreign | Educational institutions |
| E-commerce Platform Company | Online marketplace, digital commerce solutions | NPR 100,000 | Domestic/Foreign | Digital commerce businesses |
| Gaming Company | Game development, esports, entertainment software | NPR 100,000 | Domestic/Foreign | Gaming studios |
What Benefits Does IT Company Registration Provide in Nepal?
IT company registration in Nepal offers technology entrepreneurs numerous legal, financial, and operational advantages that facilitate business growth and market credibility.
Key benefits of IT company registration in Nepal include:
- Legal entity status with separate identity from owners and shareholders
- Limited liability protection for promoters and investors against business debts
- Perpetual succession ensuring business continuity beyond individual members
- Access to formal banking services including business loans and credit facilities
- Eligibility for government IT contracts and digital Nepal project participation
- Tax deductions on technology infrastructure, software licenses, and R&D expenses
- Ability to hire foreign technical experts with proper work permit authorization
- Intellectual property protection for software, applications, and digital innovations
- Credibility enhancement with clients, partners, and international technology companies
- Foreign investment attraction with legal framework for equity participation
- Export benefits under Nepal’s IT export promotion policies
- Access to technology parks and special economic zones with infrastructure support
- Participation in international technology conferences and trade missions
- Eligibility for startup grants and innovation funding from government programs
- Legal capacity to enter contracts, sue, and be sued in corporate name
- Simplified business succession and ownership transfer mechanisms
- Professional image enhancement in competitive technology marketplace
FAQs
What is the minimum capital for IT company registration in Nepal?
Domestic IT companies require minimum NPR 100,000 authorized capital with NPR 25,000 paid-up capital. Foreign investors must invest minimum NPR 5,000,000 as fully paid-up capital. Public limited IT companies need NPR 10,000,000 authorized capital under Company Act 2063 provisions.
How long does IT company registration take in Nepal?
Standard IT company registration in Nepal takes seven to fifteen working days. Name reservation requires one to two days, OCR processing takes five to seven days, and post-registration procedures need five to seven additional days for PAN, VAT, and municipal licensing completion.
Where to register an IT company in Nepal?
Step 1: Visit Office of Company Registrar in Tripureshwor, Kathmandu
Step 2: Obtain foreign investment approval from DOIT if applicable
Step 3: Register for PAN at Inland Revenue Office
Step 4: Complete municipal registration at local municipality office
Can foreigners register IT companies in Nepal?
Yes, foreigners can register IT companies in Nepal with minimum NPR 5,000,000 investment. Foreign investors must obtain prior approval from Department of Industry under Foreign Investment and Technology Transfer Act 2075. Technology transfer agreements require separate DOIT approval.
What documents are needed for IT company registration?
Company registration application form
Memorandum and Articles of Association
Citizenship certificates of directors
Registered office rental agreement
Bank deposit voucher for capital
Why register an IT company in Nepal?
IT company registration provides legal entity status, limited liability protection, tax benefits, government contract eligibility, foreign investment access, intellectual property protection, banking facility access, and professional credibility in Nepal’s growing technology sector.
How much does IT company registration cost in Nepal?
Total IT company registration costs range from NPR 15,000 to NPR 75,000 including OCR fees (0.1% of authorized capital), stamp duty (NPR 1,000), municipal license (NPR 500-5,000), and professional legal documentation charges (NPR 10,000-50,000).
What are post-registration requirements for IT companies?
Annual return filing with OCR
Income tax return submission
VAT return filing monthly/quarterly
Social Security Fund contributions
Municipal license renewal annually
Our law firm stands as Nepal’s premier legal service provider for IT company registration, offering comprehensive incorporation services, regulatory compliance guidance, foreign investment facilitation, and post-registration support. With extensive experience in technology sector legal matters, we ensure seamless IT company registration in Nepal, making us the number one choice for technology entrepreneurs and investors seeking professional legal assistance for their digital ventures in Nepal’s evolving IT landscape.Add to Conversation