COMPANY REGISTRATION IN NEPAL
PROCEDURE FOR REGISTRATION OF A COMPANY
Governing law and authority: The main law that governs the procedure of registration of company is the Companies Act 2063. The only authority governing the registration of company in Nepal is the Office of the Company Registrar (OCR) setup by the Government of Nepal for the administration of companies which includes the branch office of the OCR. (website link: http://www.ocr.gov.np/ )
The procedure for registration of company in Nepal is :
STEP 1: RESERVATION OF COMPANY NAME AT THE OCR
SECTION 4(1): Any person desirous to incorporate a company shall make an application to the OCR through electronic medium for approval of proposed name of the company.
STEP 2: SUBMISSION OF PHYSICAL COPY OF DOCUMENTS AT OCR
SECTION 4(2): If the name of the company is approved by OCR, then the applicant shall upload following documents through electronic medium attached with an application, in prescribed format:
- The Memorandum of Association of the proposed company (MOA)
- The Articles of Association of the proposed company (AOA)
- In case of PUBLIC COMPANY, a copy of the agreement, if any, entered into between the promoters prior to the incorporation of the company.
- In case of PRIVATE COMPANY, a copy of the consensus agreement, if any, entered into.
- Any prior approval or license, if any, which may required to be obtained from anybody under the prevailing law prior to the registration of a company carrying on any particular business or transaction pursuant to the prevailing law
- If the promoter is a Nepalese citizen, a certified copy of the citizenship certificate; and if the corporate body is a promoter, a certificate of registration of incorporation, decision of the Board of Directors (BoD) that regulates the incorporation of the company and major documents regarding incorporation.
- If the promoter is a foreign person or company or body,
- Permission obtained under the prevailing law to make investment or carry on business or transaction in Nepal.
- A document proving the country of his citizenship. (foreign person)
- A certified copy of the incorporation of such company or body and major documents relating to incorporation. (foreign company or body)
STEP 3: EXAMINATION OF SUBMITTED DOCUMENTS BY OCR
While verifying the documents related to application and certificate, the digital signatures shall also be acceptable and the documents can be submitted through electronic medium. The OCR, after making necessary inquiries and obtaining prescribed fees, shall register such company within 7 DAYS after the date of making of the application.
STEP 4: ISSUANCE OF COMPANY REGISTRATION CERTIFICATE BY OCR
The OCR shall grant the company registration certificate to the applicant, in the format as prescribed.
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