Company Registration in Nepal — Process, Documents & CAMIS Guide

Choose the Appropriate Company Type

The principal forms under the Companies Act include:

Private Company

A private company can have one to101 shareholders, including a single-shareholder company, subject to the qualifying employee-share-plan exclusion in section 9(3).

Public Company

Generally requires: at least 7 founders/shareholders and ordinarily minimum paid-up capital of: NPR 10,000,000 unless another applicable law or Government notice requires a higher amount.

Company Not Distributing Profits

A separate statutory form exists for organisations established for qualifying non-profit purposes where profits/surpluses cannot be distributed to members.

The legal form should be selected before preparing the constitutional documents.

Reserve the Company Name

The CAMIS portal provides:

• company-name search;

• name reservation; and

• company registration.

After name approval, complete the registration within the validity and conditions stated in the current OCR/CAMIS approval. Retain the approval reference and expiry date; a name reservation does not itself incorporate the company.

Before reserving the name, consider:

• similarity with existing companies;

• regulated terms;

• proposed objectives;

• trademark/brand issues.

Prepare Memorandum of Association — MOA

The Memorandum generally establishes matters such as:

• company name;

• registered office;

• objectives;

• authorised capital;

• issued/subscribed capital;

• share structure;

• founders/shareholders.

The company's activities should remain within its approved objectives unless the objects are later amended according to law.

OCR expressly states that a company should carry on the business stated in its Memorandum and obtain any licence required under another law before carrying on a regulated activity.

Prepare Articles of Association — AOA

The articles set the company’s internal administration: shares, directors, meetings, voting, quorum, transfers, accounts and distributions. Prepare them for the chosen company type and ownership structure.

Use the prescribed forms and current OCR instructions. Check generated or uploaded constitutional documents before submission; the application must reflect the founders’ lawful decisions and the final documents actually accepted by OCR.

Documents — Nepali Founders

OCR's current registration guidance identifies documents including:

• prescribed application;

• Memorandum of Association;

• Articles of Association;

• certified citizenship copies of founders;

• unanimous agreement where applicable for a private company;

• pre-incorporation founders' agreement for a public company where applicable;

• prior approval/licence where required;

• corporate-founder documents where a founder is an existing company.

The exact documents depend on the proposed company type and shareholder structure.

Corporate Founder

Where an existing Nepali company will become a founder/shareholder, OCR requires supporting corporate-authority documentation such as:

• registration certificate;

• board decision approving the investment;

• amount/manner of investment;

• appointed representative;

• representative's identification.

The investment should also be checked against the investing company's own:

• MOA;

• AOA;

• board/shareholder authority;

• applicable sector restrictions.

Foreign Founder / Foreign Investment

A company with foreign investment requires additional documentation and approval under Nepal's foreign-investment framework.

OCR lists additional items such as:

• approval to invest in Nepal from the competent authority;

• Department of Industry approval where applicable;

• joint venture agreement where relevant;

• certified passport of an individual foreign founder;

• incorporation and investment-authorisation documents for a foreign corporate founder;

• nominated representative documents.

Therefore:

OCR incorporation is only one part of foreign-investment establishment.

Foreign investors must separately consider:

• FITTA;

• Department of Industry / One Stop Service Centre;

• NRB/foreign exchange;

• capital injection;

• visas;

• repatriation;

• tax registration.

Foreign-invested companies also need to follow the applicable investment approval, banking, industry registration and immigration requirements. Incorporation alone does not complete those processes.

Sector Approval

Company registration itself does not mean the company has permission to conduct every regulated business.

Examples can include:

• banking/financial activity;

• insurance;

• securities;

• education;

• health;

• tourism;

• industry requiring approval;

• telecom;

• other licensed activities.

OCR specifically states that where a licence is required under prevailing law, the company must obtain it before carrying on the business.

CAMIS Registration

Current OCR services are delivered through CAMIS.

The system supports:

• user registration;

• name reservation;

• company registration;

• company search;

• post-registration events;

• company data migration from the old system;

• electronic services.

Use the official CAMIS service for company applications and retain the submitted documents, payment evidence and accepted OCR outcome.

PAN Integration

Verify the company’s PAN and IRD taxpayer record before business begins. If PAN is generated through an integrated registration process, check that the number, legal name, address and taxpayer details are correct. If it has not been generated, complete the required IRD registration.

PAN generation does not by itself establish VAT registration or the correct VAT, excise or withholding profile. Determine those obligations separately.

Registered Office

The company must maintain its registered office and keep OCR information updated.

The registered-office address matters for:

• statutory notices;

• records;

• company administration;

• tax/legal correspondence.

Changing the registered office requires a separate corporate-action process.

After Registration

Do not treat incorporation as completion of the business setup.

Immediate post-registration work can include:

• PAN verification;

• VAT registration where required;

• sector licence;

• industry registration;

• local business registration;

• bank account;

• share-capital payment;

• share register;

• board resolutions;

• appointment of auditor;

• payroll/SSF;

• beneficial-owner reporting;

• accounting system.

A separate CMA guide covers these items.

Registration Checklist

• Choose company type

• Check founders/shareholders

• Determine capital structure

• Prepare objectives

• Reserve name in CAMIS

• Prepare MOA

• Prepare AOA

• Obtain founder identification

• Obtain corporate-founder resolutions

• Obtain foreign-investment approval if applicable

• Obtain sector approval where required

• Complete CAMIS application

• Pay registration fee

• Complete verification

• Obtain registration certificate

• Verify PAN

• Complete post-registration compliance

Common Errors

Selecting private company when the intended regulated business legally requires a public company

Using overly narrow or incorrect company objectives

Assuming company registration itself provides sector licence

Creating share capital without planning actual investment

Ignoring foreign-investment approval before OCR registration

Failing to complete post-incorporation tax and regulatory requirements

Further guidance and practical checks

Company registration should be planned together with tax, licensing, ownership and investment requirements. Correcting the legal structure after incorporation is usually more difficult than designing it properly at the beginning.