How to Register a Company in Nepal via the OCR Portal (2026 Step-by-Step Guide)

Suman had been selling handmade lokta paper products from his small workshop in Bhaktapur for four years. Most of his buyers were tourists and a few export buyers who found him through Instagram. Then one buyer in Germany asked a question that changed everything: "Can you send me an official company invoice?"

He could not. He was operating as an individual, not as a registered business. No company name. No PAN under a business entity. No ability to sign export contracts properly.

He opened the OCR (Office of Company Registrar) website. The homepage looked straightforward. He clicked "Online Company Registration." The system asked for things he had never heard of. Prabandhapatra. Niyamawali. Authorized capital versus paid-up capital. Share structure. He closed the tab and called a CA friend.

The CA friend gave him two options: pay NRS 25,000 to 40,000 and let a firm handle everything, or spend one weekend learning the process and do it himself for the government fee only.

Suman spent that weekend. This guide is the organized version of what he figured out.

Before You Open the OCR Portal: Three Decisions to Make First

The OCR online form has no "save and continue later" feature. If you close it mid-way, you may need to start over. So before you touch the portal, make these decisions on paper.

Decision 1: Company Name

Your company name must end with "Private Limited" in English or "प्राइभेट लिमिटेड" in Nepali. You need at least two name options ready because your first choice may already be taken or too similar to an existing registered company.

Avoid names that include words like "Nepal," "National," "Royal," "Government," or "Rastriya" without specific approval. Names that imply banking, insurance, or financial services need sector-specific clearance.

Good practice: search the OCR company search at ocr.gov.np/search before reserving. Type your preferred name and see if similar names already exist.

Decision 2: Authorized Capital and Paid-Up Capital

This is where most first-timers get confused. These are two different numbers.

Authorized capital is the maximum total value of shares your company is permitted to issue, as stated in your Prabandhapatra. You do not need to deposit this full amount upfront. It is a ceiling set in your founding documents.

Paid-up capital is the actual amount shareholders have paid in against shares issued so far. This is the real money deposited in the company bank account.

For a startup, NRS 1,00,000 (one lakh) authorized capital with NRS 1,00,000 paid-up is the most common and practical choice. It keeps your registration fee low and gives you room to operate. You can increase authorized capital later through a formal amendment process.

Decision 3: Who Are the Shareholders and Directors

A Pvt Ltd needs at least 2 shareholders and at least 1 director. The same person can be both a shareholder and a director. You need the full legal name, citizenship certificate number, address, and contact number of every shareholder and director ready before starting the form.

Documents You Need Before Touching the Portal

This is the list the OCR official website gives you. But there are important format details the official site leaves out, which is why documents get rejected after submission.

Phase 1: Company Name Reservation on the OCR Portal

Name reservation is separate from the main registration application. It is a short process but it has a time limit: once your name is reserved, you have 30 days to complete the full registration application. If you miss that window, the name reservation expires and you start over.

Phase 2: Writing the Prabandhapatra (Memorandum of Association)

The Prabandhapatra is the founding document of your company. It is the document that tells OCR, the government, your bank, and your future partners what your company is, what it does, and how it is structured.

Most rejection letters from OCR cite problems with the Prabandhapatra. Not because founders are dishonest, but because they write it too vaguely, too broadly, or copy-paste an old template that does not match their actual business.

What Every Prabandhapatra Must Contain

How to Write the Objects Clause Without Getting Rejected

The objects clause is where most people go wrong. OCR reviewers check whether your stated objects make sense together and whether any of them require a separate license.

If you are registering a tech company that builds software, your objects clause might read:

Notice what that sample does: it is specific about the core activity, covers related activities, mentions import/export if relevant, and includes the standard catch-all at the end. It does not claim to be a bank, insurance company, airline, or any other regulated sector.

The Niyamawali: Can You Use OCR's Template?

Yes, and for most startups this is the right choice. OCR has a model Niyamawali (Articles of Association) on its website that complies with the Companies Act 2063 and its 2080 amendments. You can adopt it wholesale by referencing it in your application, or download it, fill in your company-specific details (name, capital structure, share classes), and upload it as your Niyamawali.

Writing a fully custom Niyamawali only makes sense if you have complex governance needs: multiple share classes, specific voting rights structures, drag-along or tag-along clauses for investor arrangements. For a standard 2-person startup, use the OCR model.

Phase 3: Filling the OCR Online Registration Form

This is the longest part of the process. The OCR online form has multiple sections and the session can time out. Before starting, open a separate browser tab with all your details ready: shareholder names, citizenship numbers, address details, capital figures, and share breakdown.

Phase 4: Registration Fee Structure and Payment Methods

The registration fee is calculated based on your authorized capital. It is not a fixed amount. The table below reflects the current fee structure as per OCR's published schedule.

Source: Office of Company Registrar fee schedule. Always verify current fees at ocr.gov.np before submitting payment.

How to Pay the Registration Fee

Phase 5: After You Get the Registration Certificate

Getting the registration certificate is not the finish line. It is the starting gate. Here is what has to happen next to make your company legally operational.

Common OCR Application Rejections and How to Fix Them

OCR sends rejection notices via email and through the portal dashboard. The notice usually has a reason code, but the reason code is often vague. Here are the most frequent rejections and the actual fix for each.

OCR Portal Technical Tips (From Real Experience)

Total Cost Breakdown for a Typical Nepal Pvt Ltd Registration

When to Do It Yourself and When to Hire a CA

This guide is written to help you do it yourself. But there are situations where hiring a CA or legal firm is genuinely the right call.

Do it yourself if: you have 2 to 3 Nepali shareholders, simple business activities, no foreign investment, and an authorized capital under NRS 25 lakh. The process is manageable and the learning is valuable.

Hire a CA or legal firm if: any shareholder is a foreign national or foreign entity, your business requires a sector-specific license (finance, media, education institution, hydropower), your share structure has multiple classes of shares, or you are registering as part of a larger transaction like an acquisition or joint venture.

A practical middle path: prepare all your documents and fill the form yourself, but pay a CA NRS 3,000 to NRS 5,000 to review your Prabandhapatra before you submit. One hour of their time reviewing your objects clause and capital structure saves you rejection cycles that cost more in time than the review fee.

FAQ: Nepal Private Limited Company Registration

The Part Nobody Tells You About Starting a Nepal Company

Suman got his certificate within nine days of submitting his clean application. He went to IRD the next morning for PAN registration. He had his company bank account at Nepal Investment Mega Bank open three days after that.

Two weeks after starting the process, he sent the German buyer an official company invoice on letterhead with his company seal and PAN number. The buyer placed an order three times larger than the previous informal transaction.

The registration itself is not the hard part. The hard part is understanding what each document field is actually asking for. The OCR portal assumes you already know Nepali company law. This guide fills that gap.

One thing worth knowing before you finish: company registration is the beginning of a compliance relationship with the government, not a one-time transaction. OCR, IRD, and your municipality will expect annual returns, tax filings, and renewed licenses every year. Building those habits from year one keeps your company in good standing and prevents the headaches that come from lapsed compliance.

Disclaimer: This guide is based on the OCR online portal workflow, Nepal Companies Act 2063 (as amended), and IRD registration procedures as understood in 2026. Government portal interfaces and fee structures are subject to change. Always verify current requirements at ocr.gov.np and ird.gov.np before submitting your application. For complex ownership structures or foreign investment, consult a licensed Chartered Accountant or legal professional registered with ICAN Nepal.