It is important to note that the process of registering a private limited company in Nepal can be complex and time-consuming, and it is advisable to seek the assistance of a legal professional or a company registration service to ensure that the process is completed correctly and efficiently.

Register your company online with Khatapana at just Rs. 7499/- (government fees + taxes extra). Leave it to the experts to set up your business in Nepal.  

New Beginnings with Khatapana!

Registering a private limited company is quick, easy, and can be done in following steps and that too without you leaving your home/office:

Step 1: Provide Information- Download our app, fill up the company registration form to provide us required information. Yes, that's all you need to do!

Step 2: Documentation- We reserve company names, prepare all the required documents and get them signed.

Step 3: Online Submission & Processing- We submit the documents online, process at the OCR and obtain certified documents along with Certificate of Incorporation.

Online Company Registration in Nepal: An Overview

If you are looking to start a business in Nepal, then a private limited company is the most efficient structure to begin with. Any person may either with himself/herself as the promoter or jointly with others incorporate a private limited company.  A private company in Nepal can have a maximum of 101 Shareholders. Any company to be incorporated has to be registered in the Office of Company Registrar under the Ministry of Industry, Commerce and Supplies. In order to operate the business with limited liability in a lawful manner, for legal protection and identification of your business and facilitation in taxation and finance, one should register your company.

Benefits of Company Registration in Nepal

Setting up your business entity or startup as a private limited company in Nepal offers various benefits. Not only it enhances the authenticity of your business, it has following benefits: 

• Separates legal entity which limits your liability
• Easy to register, manage and run
• Easy to dissolve or wind up
• For the legal identification, compliance and protection of the company.
• Borrowing funds 
• Perpetual succession

Checklist for Registering a Company in Nepal

1. Think of the proposed name for your company, at least two or more!
2. Identify the location for your company’s registered address 
3. Outline the major objectives of the company
4. Work out on the capital and shareholding structure
5. Structure of the Board of Directors

Company Registration Process

Khatapana provides you the top-notch professional services to incorporate your Company. All you have to do is fill out the form above and provide our Service Manager with all the required details. Forget about the legal difficulties of preparing legal documents and all the procedural hassles. We will help you set up your business without you having to step out of the comfort of your home or office*. Further, you will no longer be troubled by the tedious process that you might have to face while dealing with the government offices because our service agents will guide you through each process. 

Here is an easy 3 step process of registering a private limited company in Nepal and that too totally online with Khatapana:

Step 1: Name Reservation and Approval

Firstly and most importantly, think of a name to be given to your company. The name must be unique and match with the objective of the company. Khatapana helps you with a name if needed too.

Step 2: Prepare your documents

Once you provide us the information about the proposed address, objectives, promoters and capital structure for your company, we will prepare the required documents based on those information. Here are few important points that you should consider:

• A registered office must be established for the legal existence of the company.
• The objectives must be clearly set out as they are what drive your company. 
• You have to set the capital structure for your company. depending upon the type and nature of the company you are trying to set up. Eg. Travel Agency company must have minimum paid up capital of Rs 25,00,000.00
• The number of Promoters and their shareholding ratio must be maintained as the shareholder’s right to vote in the annual general meeting is affected by it.

Our in-house experts at Khatapana have assisted in registration of more than 10,000 companies in Nepal and will take care of all the documentation including MoA and AoA for your company based on the form of company you desire. Your only part will be signing the documents at your convenience.

Step 3: Online Submission  and Processing at OCR

Khatapana responsibly takes care of the most tedious part in company registration i.e. processing at OCR and will do all the necessary follow up work to get your company registered within 7 days of submitting the application.  

How to register a Company online with Khatapana?

It is simple. Just downlaod our app and fill up the company registration form to get everything done from the comfort of your home or office: 

Why Khatapana?

The private limited company registration with Khatapana is a completely online process. You don’t have to leave your home to get your company registered and our processing team members will visit you to collect your documents, get documents signed and hand over the certified documents including the Certificate of Incorporation. Here are our USPs:

• Hassle-free Process - Completely online with regular updates on the progress of your work
• Expertise - with over 500+ business registrations till date!
• Transparent Pricing - No hidden costs. All printing & stationery and notary charges included in the package 
• Client satisfaction - Our clients love us!
• One stop solution for all your legal and business needs!

Khatapana company registration package includes:

• Name search & reservation
• Drafting of MoA & AoA
• Company Seal
• Processing of the documents at the OCR and obtaining Certificate of Incorporation along with certified documents
• Documentation for business registration at Local Authority (Ward Office) 
• Documentation for tax registration

Post Registration Compliances

Incorporation is only the first step towards setting up your business much like the birth of a child. Once incorporated, the company needs additional registration and has to comply with various legal requirements on a time to time basis. But don’t worry! We handle all the post registration compliance for  your company too. Before you miss on further registration and compliances which may lead to fines and penalties, reach out to us and get your company legally complied.

We provide following services after company is registered at the OCR:

1. Obtain Approval or license, if required. E.g. Certain regulated businesses like travel and trekking must receive approval or license from the Ministry of Culture, Tourism and Civil Aviation.
2. Initial Compliances at OCR (Including documentation for appointing Auditor for the Company and notification relating to address of the company, and filing them at OCR) .
3. Prepare a company seal with the full name of the Company on it.
4. Register the business in related Ward Office: Registering your business at local level authority is an important part of compliance before you obtain PAN and Khatapana eases your concern and prepares all the documents and registers your business at the concerned local authority.
5. Receive Permanent Account Number (PAN) certificate of the company: We get your PAN number reserved through OCR and prepare required documents to obtain PAN in a day based on your availability for biometric updates at the tax office.
6. Open bank account for the company in any commercial bank: Banking transactions are inevitable for a company and we help you to connect providing the needed documents.
7. Updating Shareholders register & formation of BoD: We assist and guide you with share transactions and formation of BoD. With Khatapana, updating them at OCR and getting it certified will not be a hassle for you anymore. For 
8. Annual compliances, Industry Registration and Business registration for trading businesses: Company incorporation, business registration and tax registration  are included in our incorporation package. For other registration and compliances, please check our compliance packages that starts as low as Rs. 4,999 per month. 

Documents Required for Online Company Registration

In Nepal, private limited company registration requires you to furnish your identity proof in the form of your citizenship certificate (nagarikta). This is the only document that you need to provide and rest, we will take care of it! Based on the information provided by you, Khatapana professionals will prepare the documents and once confirmed by you, proceed with signing and other processes. The entire process can be completed without you having to leave your home or office. Here is the list of documents required for online company registration in Nepal. 

Registration Fees to be paid at the OCR

Registration fee as follows has to be paid at the OCR for registration of a private limited company. The payment can be made online directly or you may transfer the registration fee to our account. 

Good News!

The Nepal Government has waived the registration fees for financial year 2080/81 and hence you will not have to pay any registration fees if you register a company this year. 

Glossary of Terms Relevant for Company Registration in Nepal

Promoter

Any person who plays a major part in incorporating a company i.,e. they are  the first people who agree to incorporate a company and are the subscribers of the shares of the company. They sign in the MOA, AOA, cover application and letter of power of attorney that are to be submitted at OCR at the time of incorporating the Company.  The Promoters later on may or may not be Shareholders of the Company.

Shareholder

A person, company or institution that owns at least one share of a company stock.

Director

Officers of the company who are responsible for managing the company and making decisions as to its operation on a day to day basis. 

Auditor

An auditor is a person authorized to review and verify the accuracy of financial records and ensure that companies comply with tax laws.

Certificate of Incorporation

A Certificate of Incorporation is a legal document or license proving the formation of a company that is issued by the Office of the Company Registrar. 

Board Of Directors (BOD)

The collective body of directors is known as the board of directors.

Registered Office

The main office of the company to which all communication relating to the company is sent by the governmental departments. 

Memorandum of Association (MOA)

The memorandum of association of a company represents the charter of the company that is prepared during the formation and registration process of a company to define its relationship with the Shareholders and specifies the objectives of the company.

Article of Association (AOA)

An article of association regulates the way in which the company's internal affairs are managed. 

Office of the Company Registrar (OCR)

Office of the Company Registrar is an administrative body that registers the company, puts their records and ensures compliance under the Companies Act.

Consensus Agreement

Consensus agreement is unanimous agreement between all Promoters/Shareholders of a private company.  

Authorized capital

Authorized capital is the sum total capital that a company could issue at maximum. Whenever, it has to be altered, a definite procedure has to be fulfilled as provided for in the articles of association or company laws of Nepal. 

Issued capital

Issued capital represents a portion of authorized capital that the company will issue to the Promoters. What company receives from payment out of issued and subscribed capital is the paid up capital of the company.

Subscribed capital (capital commitment from Promoters)

This is the commitment made by the Promoters to pay to the company to start the business and the OCR has directed that the subscribed capital should be equal to the issued capital.

Frequently Asked Questions (FAQs) Related to Private Limited Company Registration in Nepal

1. Is there any criteria to choose the name for a private limited company?

Yes, the name of the company must be certain, unique, compatible with the objectives of the company, must not coincide with the name of any governmental organisation and should end with the suffix ‘Pvt. Ltd.’. 

2. How long does it take to get the name approved?

OCR approves the name based on the uniqueness of the name. Your company name may be approved quickest as, within a day and may also take 14 days at maximum. So, naming your company is the foremost significant deal. 

3. How long does it take to register a private limited company in Nepal?

You can get your company registered within a week.

4. Do I need to be physically present during the registration process?

No, not required to be present physically. You may appoint an agent delegating him/her the authority to register your company.

5. What is limited liability?

Limited liability is a form of legal protection for Shareholders and owners that prevents individuals from being held personally responsible for their debt or financial losses. You are liable to the extent of your shareholding in the company. Personal assets are not procured in the case of bankruptcy.

6. Do I need a lease agreement at the time of selecting a registered address?

Yes, a lease agreement is required at the time of selecting a registered address. 

7. Why must a company be registered?

It proves legal existence, identity and credibility to your operation. 

8. What is the difference between Shareholders and Promoters?

Promoters  are the ones that incorporate the company. Typically, the Promoters are  Shareholders of the company at the time of incorporation i.e they are the first subscribers to the memorandum of association (MOA) of the company whereas the Shareholders are the ones who own a part or whole of the share of the company. The Shareholders are not necessarily the Promoters of the company.  

9. Are there any annual compliances to be fulfilled by a private company?

Yes, companies must appoint an auditor before the first Annual General Meeting (AGM), and annually in the subsequent AGMs. Thereafter, prepare an audit report, report as per Section 51 of Companies Act, 2063, conduct the Annual General Meeting of the Company, elect Board of Directors(BOD), if needed as per the Articles of Association. These must be notified to the OCR within six months from the end of fiscal years. 

10. Can a private limited  company sell their shares and debentures publicly ? 

Private limited companies cannot share their shares and debentures publicly.

11. What should we consider while submitting MOA and AOA?

The MoA and AoA should be printed on only one side in either Nepali paper or some other good paper written in clear Nepali language (English language, in the case of a company with foreign investment. The translated version of these in Nepali language must also be submitted after being notarized.) and must have signatures of witnesses and all the Promoters.

12. Can a company incorporate a firm or be a partner in a partnership firm?

No, companies can neither incorporate a partnership or private firm.

13. What is the minimum and maximum number of the directors?

The number of directors of a private limited company shall be minimum 1 maximum 11. 

14. What is the maximum tenure of the directors?

The tenure of the directors of a private limited company will be as mentioned in the Article of Association. 

15. Is there any specific capital structure for your company?

You have to set the capital structure for your company. depending upon the type and nature of the company you are trying to set up. Eg. Travel Agency company must have minimum paid up capital of Rs 25,00,000.00

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