Company Registration Process in Nepal (Updated BS 2079 / 2022 AD)

In Nepal, you can start a business by registering your business in either of the ways:

  1. Registering at Department of Commerce and Supply Management a.k.a Banijya Bighag (for trading businesses).
  2. Registering at woda/local authority (small businesses of any nature)
  3. Registering at department of cottage and small industries a.k.a gharelu. (For small industries)
  4. Registering a Company

In this article, we will be talking about how one can register a company in Nepal to set up business in Nepal.

A detailed guide and Information on the company registration process in Nepal along with the Information on costs and fees involved.

Documents required for Company Registration in Nepal (Private Company).

Documents required to register a Public company is discussed in the ‘Company registration in Nepal FAQs’ section below.
Following documents are required to be presented at the office of the company registrar for registering a private company in Nepal:

  1. An application in the format as per the ‘ANUSUCHI 1’ along with a 5 rupees stamp attached to it.
  2. Two copies of ‘PRABANDHA PATRA’ (Article of Association).
  3. Two copies of ‘NIYAMAWALI’ (Article of Memorandum).
  4. A copy of the mutual agreement (if any).
  5. Attested copies of the citizenship certificates of the founder shareholders.

Full details on the technical aspects and procedure for registering is covered in this article:

Company registration process and rules that need to be followed after registering a company in Nepal.

A company registration procedure needs some fee (rajaswa) to be paid along with the amount of time required for the registration process. The registration fee differs for a private company and a public company. There is a certain distinction between a private and a public company. The companies that generate money by public participation are public companies and those companies which are run by the owner without permission to have public participation in the purchase of shares are private companies. Private companies are not permitted to have a stock-flow for the public.

After registering a company in Nepal

After registering the company, the company has a number of obligations that must be met. A private company is obligated to many rules, and they are discussed below. The obligations required to abide by, after the registration of a private company, is called the post-registration procedure. If not met, penalties are charged.

Notification of Registration (within 3 months after registration of company)

After the registration process is complete and the company receives the certificate of registration, a notice must be provided. A registered company in Nepal needs to be in Nepal under the rules of the Companies Act and the notice of registered office should be provided. The registration number of the company, address of the company and other details of the company should be outlined and set where the company is established. These details must be provided to the Companies Registrar Office within three months after the registration of the company.

Shareholding Detail (within a month after the amount of share capital is paid by shareholders)

The company should provide a Shareholders register and should file that with the office of companies after the share capital of the company is issued and paid by the shareholders. This process should be completed within a month’s duration of the amount being paid.

Details for Directors: (within 7 days of taking the office)

As of the details given by the company for the directors, the details of the directors of the company must be submitted by the Directors within seven days of taking the office.

Annual General Meeting (AGM)

The company is required to run or conduct an Annual General Meeting (AGM), after the completion of one year of the establishment of the company. AGM should be conducted where the details of the company’s activities within one year must be discussed. This might not be applicable for private companies if it is not mentioned in their articles and the Memorandum of Association.

Accounting / Financial requirements

The details of the company’s financial documents and activities must be kept properly and need to be audited by an auditor at the completion of every financial year. The auditor should be appointed by all the shareholders and the appointment should be notified within 15 days of appointment to the Office of Companies Registrar Office. Audited Report of financial details are presented in front of all the shareholders at AGM.

Filing Requirements for company registration in Nepal

All the details like the auditor’s report, report of the number of shareholders in the company at the time, and annual audited account need to be filed within the six months of the end of the fiscal year.

Company Registration Cost /cost of registering a company in Nepal and the fees involved (Cost to register a company in Nepal)

Company registration Cost depends upon the government’s fees and again it is based on Authorized Capital. This is the list for an individual who has Nepali nationality and is willing to open a private limited company. Please make a note that the following list may be modified in the near future:-

Understanding the difference between public and private company (we will cover the registration process of a private firm in another article)

The differences between private and public companies based on the distinctions are mentioned below:

S.N.Basis of DifferencePublic CompanyPrivate Company
1.Minimum paid-up CapitalRs. 1,00,000No minimum paid-up capital prescribed
2.Number of Members7 to any number of members1 to 50 members
3.Transfer of share or securitiesShares and securities are freely transferrableShares and securities can only be transferred to the existing shareholders of the company
4.Number of Board of Directors3 to 11Any number of Directors
5.Presence of Company SecretaryMandatoryOptional
6.General AssemblyMandatoryIn accordance with the Articles 

Please be advised that wherever you register your business (Woda, Banijya, Gharelu or Company), you must apply for PAN certificate at Inland revinue department (IRD) to operate. You shall obtain PAN certificate from the IRD office according to the registered office of your business. In kathmandu valley, there are IRD offices in each ward with few exceptions.


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