If an individual or a group of individuals are planning to set up their own business or a private firm in Nepal, the first process they have to go through is the company registration process. Here, in Nepal, companies or businesses are registered under the Companies Act, 2006. And, the Office of Company Registrar (OCR) has the authority to decide the company registration.
If you are unaware of the procedures of registering a business in Nepal but are willing to set up on soon, here we come up with a step-by-step guide on how to register a business in Nepal.
1. Name your company
Firstly, the investor/s have to reserve their company name at the OCR. It is a must to check if the proposed name of the company is already in use or reserved in the process of registering a private firm in Nepal.
- For doing so, investors can go to the official website of the OCR and check for OCR ‘eServices’ section. Under this section, click the ‘Check Name’ tab.
- Then, you will go to a new page. On the top left corner of the page, you will see, “To establish a new company, please click here ‘New’!” Click this option, and you will be asked to create a user ID.
- Now, fill up the asked information thoroughly and click ‘Create User’ to submit.
- Once you submit the form, you will be sent a mail with your login details (that include the username and the password) to your given email address. And, with the confirmation message, you will be directed to the login page again.
- Then, sign in to the ‘OCR Eservices’ application using the provided login details. You, then, will be asked to change your password.
- After changing the password, the system will log out your ID and redirect you to the sign-in page with a confirmation message that the password is changed successfully.
- Again, fill up the login details and click the ‘Login’ button. After that, the homepage (of the new company registration user) will open.
- There, you will see the ‘Name Check/Reservation’ menu in the menu bar. Click that menu and select the ‘Name Reservation Request Form’ in order to check and reserve the company name.
- Now, fill in the ‘Request Name’ details and ‘Objective’ details and click the ‘Submit’ button to submit the ‘Name Reservation Request Form’.
- Then, you will be sent a mail to your email address. After that, the further process will be done at the OCR.
- After some days, the OCR will send you a notification email letting you know whether the company name you have reserved is rejected or approved.
- If rejected, you have to again check and reserve a new company name by following the same process.
- If approved, you need to work on preparing all the required documents and fill the company registration form.
2. Prepare documents
Then, you need to prepare all the necessary documents to be submitted at the OCR.
Find the list of the required documents here.
Mainly, articles of association and memorandum of the association are verified and certified by notaries. As of now, one has to only submit a hard copy of these two documents as per the notice published by the OCR on August 10. And, other documents are to be sent online.
3. Upload the documents
After preparing all the documents, thy need to be scanned and uploaded onto the OCR website’s user’s page.
- For this, one has to fill the company registration form. Once your requested company name is approved, you can fill this form by logging into the site, using your user ID and password.
- After you log into the homepage, you will see the link to the registration form. Click that link, and fill in company details, branch details, objective details, capital details, company shareholders details thoroughly.
- Now, upload all the scanned copies of the required documents in the document details section.
- After doing so, click the ‘Save’ button if you are sure of the details or click the ‘Preview’ button if you wish to preview all the details. Then, click ‘Submit’ if you are sure of all the details you have provided.
Once you submit the company registration form, a page on which you can view all the detailed information such as revenue to be paid, temporary application ID, and confirmation message of the registration will open. With this, an attachment of the company registration details will also be sent to your email address.
Then, whether your application is rejected or approved, you will be notified via mail or in your lodgement section by the OCR.
After your submitted application is approved, for further verification of the registration process, you will be asked to visit the OCR with two sets of the original articles of association and memorandum of association. Also, you need to pay the revenue as per your authorised capital (it is already mentioned in your mail).
Now, the OCR will verify all the registration process.
Then, the OCR will issue a certificate of company incorporation and other documents that include a letter to the TAX office and a letter with a reserved PAN number.
After the company is registered with the OCR, investors need to register themselves for tax (VAT/PAN) at the concerned Inland Revenue Office.
4. Remember key points
Mind the following things during the registration process
- The article of associations and memorandum of associations should be either in Nepali paper or other durable paper and should be typed on one side of the paper only.
- It should be written in clear Nepali language.
- At the bottom of each page of the article of association and the memorandum of association, all the founder shareholders should sign. In the last chapter of the article of association and memorandum of association, the full names and addresses of the founder shareholders, the number of shares agreed to be taken and the signatures, as well as fingerprints below the signature of each of the founders, should be clearly mentioned. It is a must to have the full name, address and signature of each witness of the founder shareholders.
- At least one of the founder shareholders must be present in person at the shareholder’s office to register a company.