How to Register a Private Limited Company in Nepal: A Practical Guide

Introduction

Registering a company in Nepal used to mean multiple visits to government offices, queuing at the Land Revenue Office, and getting things stamped in person. That has changed significantly. Since the introduction of the CAMIS (Company Administration Management Information System) platform, the entire process for a private limited company now runs online.

That said, "fully online" does not mean without effort. The documents need to be right, the names need to match exactly, and there are post-registration steps that are mandatory, not optional. This guide walks you through all of it.

Why Register a Private Limited Company?

Running a business informally under your own name, or as a loose partnership leaves you personally liable for everything. If the business incurs debt or faces a lawsuit, your personal savings, property, and assets are all at risk.

A registered private limited company is a separate legal entity. It can own property, sign contracts, open a bank account, and hire employees in its own name. Its debts are its own, and not yours personally beyond what you have invested. This separation between the owner and the business is the main reason people register.

There are practical reasons too. Many clients and government agencies require a registered company before they will sign contracts with you. Banks are far more willing to lend to a registered company. And if you eventually want to bring in partners or investors, a properly registered company makes that process simpler.

What Is a Private Limited Company?

Under the Companies Act 2063 (2006 AD), a private limited company is defined by a few basic rules:

• It can have a minimum of one and a maximum of 101 shareholders
• Shares cannot be offered to the general public
• The name must end with "Private Limited" or "Pvt. Ltd."
• Shareholders and directors can be the same people

For most startups, small businesses, and solo founders, this is the right structure. It gives you legal protection without the regulatory burden that comes with a public limited company.

Before You Start

1. Choose your company name

Your name must be unique. Before you reserve it, search the CAMIS portal (camis.ocr.gov.np) to check whether the name is already taken. Prepare at least three alternatives. The name must be submitted in both English and Nepali, and the two versions must be consistent.

Some words are restricted. Names containing "Bank," "Insurance," "Cooperative," "Finance," or similar terms require prior approval from the relevant regulator before the OCR will accept your application. If your business does not fall under those categories, just avoid those words.

2. Decide on your authorized capital

Authorized capital is the maximum amount of share capital your company is permitted to issue. The registration fee you pay to the OCR is calculated based on this amount. The minimum authorized capital for a private limited company is NPR 1,00,000 (one lakh rupees). Most people starting small set it somewhere between one lakh and ten lakhs. You can always increase it later through a formal amendment.

3. Define your business objectives

The CAMIS portal requires you to select your company's primary objectives from a predefined list. It should accurately reflect what your company will actually do. Vague or overly broad objectives are a common reason OCR officers raise queries on applications. Be specific.

4. Confirm your shareholders and directors

A private limited company needs at least one shareholder and one director (they can be the same person). Directors must be natural persons, at least 18 years old, and not disqualified under the Companies Act. All promoters must have a valid National Identity Card (NID). Since 2082 BS, the NID number is mandatory for every shareholder and director.

5. Arrange your registered office address

You need a physical address for the company. This can be your home or a rented space. You will need either an ownership deed or a lease agreement, along with a recent utility bill or ward-level confirmation of the address.

Documents Required

The MOA and AOA must be printed on stamp paper, signed by all shareholders in the presence of witnesses, and then scanned clearly for upload. Poor-quality scans are a frequent cause of delays.

Step-by-Step: The Registration Process

Step 1: Create a CAMIS Account

Go to camis.ocr.gov.np and register as a new user with your email address and mobile number. Verify your account via OTP. Once logged in, complete your profile and upload your photo and ID.

Step 2: Reserve Your Company Name

Search for your proposed name in the CAMIS database. Submit your name reservation form, including your selected business objectives and the Nepali unicode spelling of the name. Name approval typically takes 1–2 working days for straightforward cases, and up to 7–10 working days for names that require additional review.

Once approved, you have a fixed window to complete and submit your full application. If you miss that window, the name expires and you must re-apply.

Step 3: Prepare Your MOA and AOA

Draft the Memorandum of Association and Articles of Association. These are legal documents that define your company's purpose, capital structure, and how it will be managed. Many people hire a lawyer or company registration consultant to prepare these. A poorly drafted MOA is one of the most common reasons applications are rejected or delayed.

The MOA must be signed by all shareholders in front of witnesses. The AOA sets out the internal rules: how directors are appointed, how decisions are made, and what happens if someone wants to sell their shares.

Step 4: Submit Your Application on CAMIS

Log back into CAMIS and fill in all company details: registered office address, authorized capital, shareholder information, director details, and share allocation. Upload all required documents: MOA, AOA, citizenship certificates, NID numbers, and office address.

Double-check that:

• The company name in the MOA exactly matches the reserved name on CAMIS, including Nepali unicode spelling
• All names match the citizenship certificates exactly — a single spelling discrepancy will trigger a rejection
• All NID numbers are entered correctly

Step 6: OCR Review and Query Response

OCR officers review your submitted application. If everything is in order, the process moves forward. If they raise queries, you will receive a notification through your CAMIS dashboard. You typically have 7 days to respond with the required corrections or additional documents. Missing this deadline can result in your application being rejected.

Step 7: Pay the Registration Fee

Once OCR approves your application, you receive a payment notice through the portal. Payment can be made online via eSewa, Khalti, or direct bank transfer. The fee is calculated automatically by CAMIS based on your declared authorized capital.

Registration Fee Schedule for Private Limited Companies:

These are government fees only. If you are using a lawyer or registration consultant, their professional fees are separate and typically range from NPR 10,000 to NPR 30,000 or more, depending on complexity.

Step 8: Download Your Certificate of Incorporation and Approved MoA and AoA

After payment is confirmed, CAMIS generates your Certificate of Incorporation and approved MoA and AoA. The certificate the other documents are digitally signed and includes a QR code for instant verification. You can download it directly from your CAMIS dashboard. The entire process takes approximately 7 working days, assuming your documents are complete and no queries are raised.

What Happens After Registration?

Getting the certificate is not the finish line. There are mandatory steps that must be completed within 90 days of incorporation.

PAN Registration

Every registered company must obtain a Permanent Account Number (PAN) from the Inland Revenue Department (IRD). This is required for all tax filings, issuing invoices, and almost any formal financial transaction. Apply at the IRD portal (ird.gov.np) or in person at the nearest IRD office. You will need your Certificate of Incorporation, MOA, AOA, and proof of office address.

Ward Office Registration

Register your company with the local ward office or municipality where your registered office is located. This gives you a business operation certificate and is required for local-level tax compliance.

Corporate Bank Account

Open a bank account in the company's name using your Certificate of Incorporation and PAN. The bank will also require a board resolution authorizing the account signatories. This account is legally separate from any personal account — always keep them that way.

Appoint an Auditor

The Companies Act requires every registered company to appoint a registered auditor within three months of incorporation. This is not optional. Notify the OCR of the appointment through the CAMIS portal.

VAT Registration (if applicable)

If your company's anticipated annual turnover exceeds the prescribed threshold, you must register for VAT at the IRD. Even if you are below the threshold, you can register voluntarily if it suits your business model (for example, if your clients require VAT invoices).

Conclusion

Registering a private limited company in Nepal is genuinely more straightforward than it was a few years ago. The CAMIS system has removed most of the physical queuing and paperwork. But the process still requires careful preparation, particularly the MOA and AOA, the NID requirements, and the post-registration compliance steps that many first-time founders overlook.

The most important thing to do before you start is get your documents in order and your objectives clearly defined. Most delays and rejections come from preventable errors, not from the process itself being complicated.