Understanding Company Registration in Nepal:
The process of company registration in Nepal is governed by the Companies Act of 2006 (2063 in the Nepali calendar). This legislation outlines the legal requirements and guidelines that aspiring entrepreneurs must adhere to when setting up their businesses.
Before delving into the intricate details of registration, it's essential to grasp the diverse types of companies that can be formed in Nepal.
The Companies Act provides provisions for various types of entities, including private companies, public companies, non-profit organizations, and one person companies. Each type of company has distinct characteristics and requirements, catering to different business objectives and structures. We will be talking about the registration of private companies in Nepal.
Step-by-Step Process:
Step 1: Reservation of Company Name at the OCR:
The first step in registering a company is to reserve its name through the Office of the Company Registrar (OCR). This can be done online via the OCR website. It's important to ensure that the chosen name complies with the guidelines provided by the OCR to avoid rejection. First create an account in the OCR website. And apply for the selected name of the company and choose the NSIC code as per the objectives of the company. You can also see if there are companies with similar names so that names don’t collide. After such application, it takes a couple of days to get your name approved. If your name is rejected, OCR gives the reason for such rejection. You can again apply for another name after making necessary amendment to the proposed name.
Step 2: Preparation of Incorporation Documents :
After the approval of Proposed Name, begins your document preparation. The documents to be prepared include –
- MOA(Memorandum of association)
- AOA(Article of Association)
- Agreement to be entered into (if any)
- Application for incorporation
After the documents are prepared, it needs to be duly signed by the promoters as well as the witnesses.
Step 3: Submission of Documents at OCR:
Once the documents are prepared, the next step involves submitting the required documents online and physically to the OCR. First, the prepared documents along with other documents like citizenship certificates of shareholders and witnesses, akhtiyarinama etc. should be submitted online in OCR website. Then, such documents should be notarized and submitted physically to the OCR. The OCR reviews the documents for accuracy and compliance with legal provisions.
Step 4: Examination of Submitted Documents by OCR:
The OCR conducts a thorough examination of the submitted documents to ensure compliance with the Company Act. Any discrepancies or errors identified during this process must be rectified promptly.
Step 5: Issuance of Company Registration Certificate by OCR:
Upon successful completion of the examination, the OCR issues a certificate of company registration, formally recognizing the legal status of the company.
Step 6: Tax Registration (VAT/PAN) at the Inland Revenue Office:
Following company registration, it is essential to obtain tax registrations such as VAT and PAN (Permanent Account Number) at the Inland Revenue Office. Similarly, you should get registered under Ward office, Gharelu office, DOI or Department of Commerce depending on the nature of your business. These registrations are necessary for tax compliance and conducting business transactions.
