Quick Guide : Registration of a Private Company in Nepal

Basically, there are two types of company i.e., Private and Public Company. The key differences between a Private and a Public Company is on buying and selling of Shares. In a Public company, the share is made available to Public at large, however, for a Private company, the share can only be purchased by a private person. Also, According to Company Act, 2063, there must be Seven Promoters during the Incorporation of a Public Company.

Note- This blog doesn't contain any element of a Non-Profit Organization.

Where can a person register a Company in Nepal?

One can register a company within either of the following three departments based on their geographic –

1. OCR, Tripureswor
2. OCR, Butwal &
3. OCR, Itahari.

Is it necessary to book a Name for the company before registering it?

• Yes, if you are opting to registering a company in Nepal, you will have to book for the Royalty. After applying for the royalty, you will be given update within 15 days of the inquiry.
• Upon the update, if the name isn’t given to you, you can further apply for another name approval.

Note -  the company name in Nepali language and English must match.

What are the necessary information an individual needs to disclose while Registration ?

Following information must be disclosed :-

• Company’s Name
• Number of Shareholders
• Citizenship of Shareholders
• Location/ Address in which the Company would be Located
• The number of Witnesses will be based on the number of Shareholders.
• Identify Company Objectives
• Share i.e.,  Authorize, Paid-up & Issued Shares
• Distribution of Shares
• संचालक समिति गठन गर्नुपर्ने

(While appointing for Sanchalak  Samiti, the number must not be more than 11)

Required Documents :-

• Memorandum of Association,
• Article of Association,
• Nivedan / Application,
• Power of Attorney (not a mandate)
• Citizenship of Each shareholder
• Citizenship of each Witnessess
• Advocate’s License Proof

What is Memorandum of Association? Where can one get a sample of Memorandum of Association ?

• MOA, is a document that list Company’s Objective & Distribution of Shares. It can be said that MOA is basically the Laws of the Company within which it is to operate.
• There is a new system generated by the OCR, your MOA can be traced out as it is auto-generated from the Software. However, consult An Advocate or an expert before filing the MOA.

What is Articles of Association? Where can one get a sample of Memorandum of Association ?

• AOA, is a document which talks about the rules based on which the Company Operates. From distribution of shares to appointment of BOD, all necessary guidelines is mentioned in AOA. Similarly, your sample for AOA draft can be traced out as it is auto-generated from the Software. However, consult An Advocate or an expert before filing the AOA.

Procedure :

• Name approval,
• Preparation of MOA, AOA, Application
• Submission through the OCR software
• The documents would then be scrutinized by the OCR and if OCR accepts it
• Must pay revenue to the Government
• Collection of MOA, AOA, Incorporation Certificates & Miscellanous documents from the Software itself.

Mandate :

• It is a mandate to register in the Concerned Ward. Documents required for Ward Registrtaion of a Company :-
• Rent agreement,
• Citizenship of a tent
• Tax clearance of the House
• MOA, AOA, Incorporation Certificate
• Proof of payment of Electricity bill
• Company’s LOGO

• Another mandate is registration in Tax Office. You need to identify Concerned Tax office for your ward. Fill in an online form and visit your Tax office for registration.

• After registration, you can open a Bank account. If there are more than 3 individuals then minute a meeting for opening a Bank Account.

• Within or not less than 3 months of registration of the Company, the Company must update about the Location address, allocation of Shares to the OCR.