The Companies Act, 2063 (2006) governs business incorporation in Nepal. Enacted to consolidate company laws and simplify the incorporation and operation of companies, the Act was also designed to promote investment in various sectors of the Nepalese economy. Section 3 of the Act provides the legal basis for incorporating a company.

In addition to the Companies Act, foreign investors must also comply with the Foreign Investment and Technology Transfer Act, and businesses in regulated sectors may need approvals from bodies such as Nepal Rastra Bank or the Department of Industry.

Under the Companies Act, three main types of companies can be registered in Nepal:

• Private Companies: These companies cannot raise funds from the general public. The maximum number of shareholders is 101. They are ideal for closely held businesses, joint ventures, and subsidiaries of foreign entities.

• Public Companies: Public companies have the legal privilege of raising funds from the public by issuing shares, debentures, bonds, etc. There is no upper limit on the number of shareholders.

• Profit Not Distributing Companies: These are generally incorporated for promoting a specific profession, protecting the rights and interests of persons engaged in that profession, or achieving utility or welfare objectives (e.g., NGOs, trade associations, foundations).

Because of our extensive practice in incorporating companies, we have developed a streamlined procedure that ensures accuracy and speed. A summary of the process is as follows:

1. Reserving the Company Name – Application to the Office of the Company Registrar to secure a unique and compliant name.

2. Preparing and Submitting the Application – Submission of incorporation application along with required documents, including Memorandum and Articles of Association.

3. Authentication and Scrutiny – The Registrar reviews the application and documents for compliance with the Companies Act.

4. Issuance of Company Registration Certificate – Upon approval, the Certificate of Incorporation is issued.

5. Post Incorporation Formalities – Registration for taxation (PAN, VAT) with the Inland Revenue Department, and where applicable, registration with the Social Security Fund and industry specific authorities.

In general, the fee for company registration in Nepal begins from NPR 1,000 and extends up to NPR 43,000 for an authorized capital of NPR 10 Crores. Our team provides a clear breakdown of costs based on your specific capital structure.

The Companies Act requires a formal application to be submitted to the Office of the Company Registrar. Our firm prepares the application, ensuring it is paired with all required documents and meets the Registrar’s procedural requirements. We coordinate with you to gather the necessary information and handle the filing process.

The Memorandum and Articles of Association form the constitutional charter of a company. They define the company’s objectives, capital structure, shareholder rights, and internal governance mechanisms.

Our corporate lawyers prepare precise, tailored MOA and AOA that reflect your commercial arrangements while ensuring full compliance with the Companies Act.

The Companies Act mandates that any agreement among promoters—or a consensus agreement—must be submitted with the incorporation application. Our firm prepares these and other ancillary documents needed for registration, including shareholders’ agreements and board resolutions.

Once the application and supporting documents are compiled, they must be submitted to the Office of the Company Registrar. We manage the process end-to-end: preparing the final application packet, coordinating for signatures/verifications, filing the application, and following up with the Registrar to support swift issuance of the Certificate of Incorporation.

A company must ensure compliance with applicable industry standards and national laws from the very beginning. During incorporation, we review the proposed structure, check for errors that could cause future legal liability, and support readiness for ongoing compliance obligations such as tax registration, employment compliance, and sector specific licensing.

The Companies Act provides for the conversion of a private company into a public company, and vice versa, following a special resolution passed at a general meeting.

We facilitate the conversion process—from drafting resolutions and amended constitutional documents to filing with the Registrar and coordinating with other regulatory bodies—ensuring a seamless and legally sound transition.