Company Registration Process in Nepal: A Practical Walkthrough

Name reservation at OCR — propose 2–3 name options; OCR checks for conflicts with existing registered names and trademarks.

Draft the memorandum and articles of association — objects clause, share structure, and governance rules; for foreign-invested companies, this follows the DOI/IBN foreign investment approval (see our FDI approval guide).

File incorporation documents with OCR — MOA/AOA, director and shareholder details, registered address, and (for foreign investment) the DOI/IBN approval letter.

Receive the certificate of incorporation — the company now legally exists.

PAN registration with IRD — required before opening a bank account or issuing invoices; VAT registration follows once turnover crosses the threshold or the business opts in voluntarily.

Local ward registration — business registration at the ward office where operations are based.

Sector-specific licensing, where applicable — banking, insurance, education, health, and similar regulated sectors carry their own additional registration on top of the standard sequence.

Notarized identification for every director and shareholder, not just the majority holder

A registered address supported by a lease agreement or ownership document, not just a stated address

For foreign shareholders: notarized and, where required, apostilled corporate or personal documents

A share allocation that actually sums to 100% across all named shareholders — a surprisingly common drafting error

Authorised versus issued capital. The registration fee at OCR is set by authorised capital, so registering far more than the business needs raises the cost on day one. Issued capital can be increased later as the business grows.

Who owns what, in writing. Founders often agree shareholding informally and register it loosely. Record the exact split, and what happens if a founder leaves, before value is created. It is far cheaper than untangling it at the first investment.

Objectives wide enough for the next few years. The objectives in the memorandum limit what the company may do. Draft them for the business you plan to run, not only the one you are starting, so a new line of work does not require an amendment.

Open the bank account in the company's name, using the incorporation certificate, PAN and board resolution.

Register for VAT if your turnover or sector requires it, before you issue the first taxable invoice.

Set up payroll and TDS from the first salary paid, including SSF where it applies.

Open the books properly: chart of accounts, opening entries for capital introduced, and a filing calendar.

Issue share certificates and keep the share register current.

Hold the first board meeting and minute the key decisions, including authorised signatories and the appointment of the auditor.

Monthly: TDS deposits and returns, and VAT returns where registered.

Annually: the audit of the financial statements by your appointed auditor, the annual general meeting, the annual return to OCR, and the income tax return with IRD.

Whenever it changes: directors, shareholding, address or capital changes are notified to OCR within the prescribed time.

A registered address with no lease or owner's consent behind it, which stalls the application.

Authorised capital set high "to look serious", paid for in fees and never used.

Founder shareholding agreed verbally and registered in a way nobody actually intended.

No bookkeeping from day one, which turns the first year's audit and tax return into a rebuild.