Company Registration in Nepal 2025: Pvt Ltd vs. Sole Proprietorship Guide

The First Big Decision: “Gharelu” or “Company”?

In Nepal, you can register a business in two main ways:

1. Sole Proprietorship (Private Firm): Registered at the Ward/Department of Commerce. Low cost, unlimited liability.
2. Private Limited Company (Pvt. Ltd.): Registered at the Office of Company Registrar (OCR), Tripureshwor. Slightly higher cost, limited liability.

Which one is right for your startup?

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1. Pvt. Ltd. vs. Sole Proprietorship: The Comparison

Feature	Sole Proprietorship (Private Firm)	Pvt. Ltd. Company
Registration Authority	Ward Office / Dept. of Commerce	Office of Company Registrar (OCR)
Liability	Unlimited (Your personal house is at risk if business fails)	Limited (Risk limited to share capital)
Partners	Single Owner Only	Can have 1 to 101 Shareholders
Cost (Est)	NPR 1,000 - 5,000	NPR 8,000 - 15,000 (Govt Fees)
Compliance	Easy (Renew every year)	High (Annual Annual Returns, Audit)
Funding	Hard to get Investment	Essential for Investors/Loans

• Verdict: If you plan to raise investment or have partners, Pvt. Ltd. is mandatory. If you are a freelancer or small shop owner, Sole Proprietorship saves compliance headaches.

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2. Company Registration Process (Pvt. Ltd.) at OCR

Since October 2024, the process is largely digital.

Step 1: Name Reservation

• Go to ocr.gov.np and create an account.
• Check name availability. Tip: Avoid generic names like “Nepal Tech Pvt Ltd”.

Step 2: Document Preparation

You need a lawyer to draft:

• Memorandum of Association (MOA): Defines “What” the company does (Objectives).
• Articles of Association (AOA): Defines “How” the company runs (Rules).
• Consensus Agreement: If multiple partners.

Step 3: Online Upload & Fees

• Upload citizenship copies, photos, and signed MOA/AOA.
• Govt Fees (2081/82):
  • Auth Capital up to 1 Lakh: ~NPR 1,000
  • Auth Capital up to 5 Lakhs: ~NPR 4,500
  • Note: Though law says “No Minimum Capital,” most banks require authorized capital of at least NPR 1 Lakh to open an account.

Step 4: Verification & Certificate

• Visit OCR (Tripureshwor) once to verify original documents.
• Receive the digital Certificate of Incorporation.

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3. Post-Registration Steps (Mandatory)

Just getting the certificate is not enough!

1. PAN/VAT Registration: Visit the Inland Revenue Office (IRD) within 30 days.
   • VAT Mandatory if: Turnover > 50 Lakhs (Goods) or > 20 Lakhs (Services).
2. Ward Registration: Register at your local Ward Office for the business license.
3. Bank Account: Open a corporate account to deposit share capital.

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4. Foreign Investment (FDI) Note

If you have a foreign partner, you CANNOT go directly to OCR. You must first get approval from the Department of Industry (DOI). The minimum investment threshold is NPR 2 Crores (20 Million).

Conclusion

Registering a company gives you legal standing and brand protection.

• Recommendation: Hire a company secretary or lawyer. A single mistake in the MOA objectives can block you from getting banking licenses or import permits later.

Disclaimer: Fee structures are subject to change by the Finance Act. Consult a corporate lawyer for exact calculations.