Required Documents for Company Registration in Nepal
Introduction
To register a company in Nepal, you must submit a core set of corporate documents (MOA, AOA, application), identity documents for promoters/directors (citizenship or passport), proof of registered office (lease or ownership + utility bill/ward registration), witness consents, and — before commencing business — tax (PAN/VAT) registration (Required Documents for Company Registration in Nepal) . Foreign promoters require additional statutory permissions. The Office of the Company Registrar (OCR) administers registration through CAMIS.
1 — Quick checklist (one-page)
- Name approval / reservation slip (OCR CAMIS confirmation).
- Company registration application (prescribed OCR form / Anusuchi-1).
- Memorandum of Association (MOA) (signed).
- Articles of Association (AOA) (signed).
- Subscriber list with number of shares and signatures.
- Directors’ consent letters and ID copies (citizenship/passport).
- Citizenship certificate/passport copies of promoters & witnesses (notarised)
- Registered office proof — rental agreement or land ownership certificate + utility bill.
- Power of Attorney (if an agent files on your behalf).
- Foreign investor approvals/permissions where applicable (FIPB equivalent / OCR guidance).
- Fees.
2 — Detailed document list, with practical notes
2.1 Name reservation/approval
What: CAMIS/OCR name approval confirmation or reservation token.
Why: OCR will not accept the incorporation application without an approved name. The approval is evidence that your proposed name is not deceptively similar to an existing company.
Note: Reserve alternate names if yours is generic; OCR often rejects names on similarity or public policy grounds.
2.2 Application for registration (prescribed form)
What: Standard form prescribed by OCR (often referred to in guides as “Anusuchi-1” or the online registration form).
Why: The form collects statutory particulars: company type, registered office, authorised capital, objectives, promoters, and directors. OCR uses this to index the company.
Format tip: If filing through CAMIS, fill online and upload signed PDFs; if filing physically, attach the required stamp and signatures.
2.3 Memorandum of Association (MOA)
What: The MOA sets out the company’s name, registered office, objectives, authorised capital, subscriber details and share allotment. Typically 2 copies signed by subscribers.
Why: The MOA defines the company’s legal scope. Courts and regulators refer to it when testing whether a corporate act is ultra vires (beyond power).
Common pitfalls: Vague objects clause; inconsistent authorised capital figures; missing subscriber signatures; failure to conform with Companies Act mandatory clauses. Always match the MOA’s capital figures with the OCR application.
2.4 Articles of Association (AOA)
What: The AOA governs internal management — directors’ powers, meeting quorum, share transfer mechanics, dividend policy, etc.
Why: AOAs are the company’s internal constitution; poorly drafted AOAs cause governance conflicts.
Practical note: Consider bespoke clauses (pre-emptive rights, tag/alley provisions, quorum rules) if you expect investment or shareholder disputes.
2.5 Subscriber / Promoter particulars (share allocation)
What: List of subscribers with full names, addresses, ID numbers, signatures and the number/type of shares subscribed.
Why: Establishes initial ownership — critical for opening bank accounts and later shareholder disputes.
Tip: For corporate promoters, attach the corporate promoter’s board resolution authorising the investment and a certified copy of its registration certificate.
2.6 Directors’ consents & declarations
What: Written consents to act as director, plus statutory declarations (no prior disqualification), and ID copies (citizenship/passport).
Why: The Companies Act requires directors’ consent and disclosure of interest. OCR checks director eligibility.
Pitfall: Missing or unsigned consent letters cause registration rejection.
2.7 Identity documents (NID/citizenship/passport) & witness IDs
What: Notarised copies of NID, citizenship certificates for Nepali promoters/directors; passport copies for foreign nationals; witness IDs where required.
Why: OCR uses these to verify promoter identity and nationality (important for FDI rules).
Translation note: Documents in local languages are accepted, but foreign documents require certified translation and legalisation (apostille where applicable) if from jurisdictions that have that regime.
2.8 Registered office evidence
What: Rental agreement (lease) + landlord’s citizenship/NID copy or land ownership certificate + utility bill in the name of the premises.
Why: OCR needs an address for service and to confirm proper local presence; municipal/ward registration may also depend on this.
Red flag: Using a PO box only is insufficient. OCR and banks insist on a physical address with proof.
2.9 Power of Attorney (PoA) / Authorisation letter
What: PoA when a legal practitioner or agent files on behalf of promoters. Should be notarised and, for foreign signatories, legalised.
Why: Allows a representative to sign the MOA/AOA and submit documents. The PoA must be specific about powers (filing, signing, collecting certificates).
Tip: Where possible, have the principals sign originals of MOA/AOA themselves to avoid notarization chains.
2.10 Bank reference or incorporation fees duty evidence
What: Fee payment receipts, evidence of stamp required under law (e.g., certain forms require stamp paper affixed.
Why: OCR will not process an incomplete fee payment. Stamp duties (if any) must be attached.
Practice: Confirm current fee schedule from OCR — it varies with authorized capital and company type.
2.11 Foreign investor documentation (if any)
What: Passport, proof of source of funds, prior regulatory approvals (if the sector requires), and any permission from relevant ministries. For corporate foreign investors: certified copy of incorporation and board resolution
Why: Compliance with FDI rules and foreign exchange controls; some sectors are restricted or require approval.
Crucial: Repatriation rules and sectoral limits may affect structuring — get legal advice before signing MOA/AOA.
2.12 Corporate investor documentation
What: Certificate of incorporation, memorandum and articles of the foreign/corporate investor, board resolution authorizing investment, and an authorized signatory’s ID.
Why: OCR needs to verify that the corporate investor has the authority to invest and the investing entity exists in good standing.
2.13 Special industry permissions / environmental clearances
What: Sectoral permissions for regulated activities (financial services, hydropower, healthcare, food processing, telecommunication, etc.). Environmental Impact Assessment (EIA) where applicable.
Why: Some licenses must be obtained before or immediately after incorporation; OCR may request proof for certain activities.
3 — Notarization, legalization and translations (practical rules)
- Notarised copies: OCR commonly requires notarised copies of citizenship/passports and signatures. Local notary public or lawyer-certified copies are acceptable.
- Foreign documents: Must be legalized at Nepali embassy/consulate or apostilled where treaty provisions allow, and accompanied by certified translations to Nepali/English.
- Scanned vs originals: CAMIS accepts scanned uploads, but OCR often insists that promoters deliver original signed MOA/AOA and certain certified documents to the OCR office or produce them on request. Keep originals organised and available.
4 — Common mistakes that delay registration (and how to avoid them)
- Inconsistent capital figures between the application and MOA/AOA — reconcile them before filing.
- Unsigned subscriber signatures or directors’ consent letters — get wet signatures and notarize where necessary.
- Incorrect registered office proof (utility bill older than 3 months or not in the landlord’s name) — verify current utility records.
- Wrong format for MOA/AOA — use current templates consistent with Companies Act mandatory clauses.
- Failure to attach foreign investor permissions when required — check sectoral rules early.
Pre-emptively cross-check every page, make a filing checklist, and do a pre-submission QA pass.
5 — Post-registration: immediate documents you will need
After you receive the Certificate of Incorporation you will immediately need:
- Company Registration Certificate (OCR issued) — used to open bank account.
- Application for PAN/tax registration at the Inland Revenue Office (use the company registration certificate and shareholders’ IDs).
- Trade license from the local municipality/ward (requires company registration and office proof).
- VAT registration — if turnover threshold met — requires MOA/AOA and company cert.
6 — Special considerations for particular company types
- Private limited companies: simpler shareholder disclosure; MOA/AOA suffice.
- Public companies: additional promoter agreements, prospectus requirements and larger disclosure obligations. See Companies Act sections on public companies.
- Non-profit / Not-for-profit companies: distinct objectives, and proof of charitable purpose/beneficiaries. OCR may demand additional documentation.
7 — Practical workflow I use as counsel (recommended)
- Name search & reservation (capture 3 alternates).
- Draft MOA & AOA using a template aligned with the client’s objectives and investor protections.
- Prepare board resolutions, consent letters, subscriber list, and PoA as needed.
- Collate identity documents, notarise, translate and legalise foreign papers.
- Pre-file a document checklist with OCR via CAMIS; upload scanned copies and submit originals on appointment.
- Track OCR comments, correct, and respond promptly.
8. Frequently asked questions:
Q — How many promoters are required to register a private limited company?
A — A private company in Nepal typically requires at least two promoters/shareholders. Check OCR guidance and the Companies Act for exact thresholds for different company types.
Q — Can I use scanned citizenship copies?
A — OCR accepts scanned copies for online filing, but they must be properly certified/notarised; originals should be available if OCR or other authorities request verification.
Q — What if a promoter’s name differs across documents?
A — That invites delay or rejection. Standardise the name exactly as shown in the national ID or passport across MOA, AOA and application forms.
Q — Do I need to notarise foreign documents?
A — Yes. Foreign documents usually require notarisation and consular/legalisation (apostille or embassy attestation) depending on the country of origin and the OCR’s present policy.
Q — How long does OCR take to process?
A — Processing times vary with completeness and volume; a mature file with clear, certified documents will be faster. Always monitor CAMIS for status updates.
9. Next steps for me to help you (choose any)
- I prepare MOA + AOA customised to your business (template + lawyer review).
- I built a document pack (fillable PDFs + notarisation checklist + CAMIS checklist).
- I review a draft bundle you already have and produce a redlined/approved submission set ready for CAMIS.