Registering a Private Limited Company in Nepal
Name approval, prior consents, documents and fees at the Office of the Company Registrar, and the fifteen-day statutory decision period.
The order of operations
Incorporation itself is not difficult. Nepal has run company registration online for years, the statutory decision period is fifteen days, and the fee for a small company is NPR 1,000. Sequencing is what goes wrong. Several things that look like post-incorporation housekeeping are preconditions, and one of them, foreign investment approval, cannot be retrofitted without unwinding the shareholding.
Section 4 of the Companies Act 2063 (2006) is explicit that where a founder is a foreign person or a foreign company, the application must carry “investment or business authorization permits issued under law”. The Registrar is not the body that decides whether the money may come in. It is the body that checks that somebody else has already decided.
The five steps
1. Name approval, at the Office of the Company Registrar. An electronic application for approval of the proposed name and objectives. The name must be distinguishable and must end in the words “Private Limited”. The Registrar may refuse registration, and name rejection is the commonest early friction.
2. Prior approvals, where the business needs them, from the relevant sectoral body or the Department of Industry. Section 4 requires the application to carry any pre-approval licence or permit the law demands for the proposed business, and, for foreign founders, the investment permission. This step determines the total elapsed time for a foreign-invested company. The Registrar’s fifteen days sit downstream of it.
3. Constitutional documents, uploaded to the Registrar’s system. Memorandum of association, articles of association, and for a private company any unanimous shareholders’ agreement. A company with a single founder may adopt the standard form of articles rather than filing its own. Institutional founders add the registration certificate and the board resolution authorising subscription; Nepali individuals add certified citizenship documents; foreign founders add certified incorporation documents or proof of nationality.
4. Fee payment, calculated on authorised capital.
| Authorised capital | Fee |
|---|---|
| Up to NPR 100,000 | NPR 1,000 |
| NPR 100,001 – 500,000 | NPR 4,500 |
| NPR 500,001 – 2,500,000 | NPR 9,500 |
| NPR 2,500,001 – 10,000,000 | NPR 16,000 |
| NPR 10,000,001 – 20,000,000 | NPR 19,000 |
| Each further NPR 10 million to NPR 100 million | +NPR 3,000 per band |
| NPR 90,000,001 – 100,000,000 | NPR 43,000 |
| Above NPR 100,000,000 | NPR 30 per NPR 100,000 |
The charge falls on authorised capital, not on capital actually subscribed or paid. Registering headroom you do not need is paid for on day one. Increasing capital later is charged at the new rate with the fee already paid deducted, so there is no penalty for starting small.
5. Registration and certificate, from the Registrar, within 15 days. After making the necessary inquiries, the Office must register the company and grant the certificate within fifteen days of the application. On registration the company is deemed incorporated, and the memorandum and articles bind the company and its shareholders as if they were separate agreements between them.
Minimum capital
The Office’s published guidance states a minimum authorised capital of NPR 100,000, matching the bottom band of its fee schedule. No provision of the Companies Act imposes a minimum on a private company. The NPR 10 million floor applies to public companies only. The Registrar’s system is built around a NPR 100,000 floor, so that is what a private company registers, though it should not be described as a statutory requirement. Paid-up capital may be lower than authorised capital, and often is.
After the certificate
The certificate establishes that the company exists. It says nothing about whether the company may operate. Missing that distinction is the single most common planning error in Nepal.
Four things follow, in no fixed order but all of them mandatory where they apply:
- Tax registration. The company must obtain a permanent account number from the Inland Revenue Department, and register for value added tax where its activity or turnover requires it.
- Industry registration. If the business is an industry within the meaning of the Industrial Enterprises Act 2076 (2020), it must be registered with the Department of Industry or the relevant provincial government before it establishes or operates. Where the company has foreign investment, the Department’s published procedure requires industry registration within 35 days of the investment approval.
- Local registration. Municipalities and rural municipalities operate their own business registration and levy business tax under the local-level powers in the Constitution.
- Sectoral licence. Banking, insurance, securities, telecommunications, electricity, tourism and several other activities require a licence from their own regulator under their own statute, and some of them additionally require the company to be a public company.
Where applications stall
Three things account for most of the delay between deciding to incorporate and holding a certificate. Only one of them is the Registrar’s.
The name. The Office may refuse registration, and name conflict is the ordinary reason an application comes back. Nepali practice expects a name distinguishable from existing registrations and not misleading as to the objects. The name is approved before the constitutional documents are uploaded, so a rejection at this stage costs a full cycle rather than a correction.
The objects clause. The memorandum’s statement of objects determines which pre-approvals the Registrar will look for, and how the Department of Industry will later classify the business. An objects clause drafted expansively to preserve optionality tends to attract a request for a licence the founders never intended to apply for.
Foreign promoter documents. Certified incorporation documents, proof of nationality and board resolutions have to be authenticated in the promoter’s own jurisdiction and translated. This is outside the Registrar’s control and is routinely the longest single item on the critical path.
Changing capital later
There is no penalty for starting at the bottom of the fee schedule. The Registrar’s schedule provides that where authorised capital is increased, the fee is recalculated at the rate applicable to the new band with the fee already paid deducted. A company that registers NPR 100,000 of authorised capital and later moves to NPR 10 million pays the difference, not the whole.
The common advice to “register a large authorised capital to avoid amending later” is therefore a straightforward waste of money. The one reason to register capital ahead of need is where a licence, a tender qualification or an investment approval requires a stated capital figure at the outset.
Annual filing deadlines
Section 80 requires every company to present its annual financial statement with the auditor’s report to the Registrar within six months of the end of the fiscal year, and to file the general meeting return, covering attendance, board and auditor reports and resolutions, within thirty days of the meeting. Both apply from the first fiscal year, whether or not the company has traded.
Late filing is charged on paid-up capital. A company up to NPR 2.5 million pays NPR 1,000 for the first three months, NPR 1,500 for the next three, NPR 2,500 for the following six and NPR 5,000 for each year thereafter. Above NPR 10 million the ladder runs NPR 5,000, NPR 7,000, NPR 10,000 and NPR 20,000. The amounts are small individually and unpleasant cumulatively. They attach to a dormant shell exactly as they attach to a trading business.
Shelf companies
The fine ladder runs regardless of activity, and deregistration is its own process, so Nepal has accumulated a large stock of registered but non-filing companies. The Registrar’s response has been periodic remission: 90% of accrued fines for documents filed by 16 July 2025 under the March 2025 omnibus amendment, and a further published exemption notice since, alongside a special deregistration directive issued in 2082 (2025/26). Anyone acquiring an existing Nepali company rather than incorporating a new one should establish the filing history before the price. The arrears travel with the entity, and the next amnesty is not something to plan around.
Sources
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Government of Nepal (English translation) · In force, as amended · Tier 6 — Professional or news source
Supports: The electronic name-approval step, the list of documents to be uploaded, the treatment of foreign founders' investment permissions, and the standard articles available to a single-shareholder company.
Accessed 26 August 2026
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Government of Nepal (English translation) · In force, as amended · Tier 6 — Professional or news source
Supports: The 15-day registration deadline, the issue of the certificate, deemed incorporation, and the binding effect of the memorandum and articles.
Accessed 26 August 2026
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राजश्व / दस्तुर (Revenue and fee schedule)
Office of the Company Registrar · Current as at 26 August 2026 · Tier 2 — Official publication
Supports: The private company registration fee bands by authorised capital and the late-filing fine bands by paid-up capital.
Accessed 26 August 2026
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Office of the Company Registrar · Current as at 26 August 2026 · Tier 2 — Official publication
Supports: The Registrar's own five-step description of online registration and its stated minimum authorised capital of NPR 100,000 with a NPR 1,000 fee.
Accessed 26 August 2026
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उद्योग दर्ता सम्बन्धी जानकारी (Information on industry registration)
Department of Industry · Current as at 26 August 2026 · Tier 2 — Official publication
Supports: That after foreign investment approval the industry must be registered with the Department within 35 days, and the documents the Department expects after incorporation.
Accessed 26 August 2026
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Government of Nepal (English translation) · In force, as amended · Tier 6 — Professional or news source
Supports: The 30-day general meeting return and the six-month deadline for audited accounts.
Accessed 26 August 2026
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कम्पनी ऐन, २०६३ बमोजिम लाग्ने कर, शुल्क, दस्तुर तथा जरिवाना मिनाहा सम्बन्धी सूचना
Office of the Company Registrar · 2083 (2026) · Tier 2 — Official publication
Supports: That the Office has published a notice on exemption of taxes, fees, duties and fines arising under the Companies Act.
Accessed 26 August 2026
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