Overview of Private Company Registration in Nepal
Private company registration in Nepal is governed by the Companies Act, 2063 (2006). The process requires submission of specific documents to the Office of the Company Registrar under the Ministry of Industry, Commerce and Supplies. Entrepreneurs must prepare and file all mandatory documents before receiving the Certificate of Registration. Understanding the complete documentation requirements ensures smooth registration and legal compliance with Nepali corporate law.
Legal Framework for Private Company Registration
The Companies Act, 2063 provides the primary legal framework for private company registration in Nepal. Section 2(ka) defines a private company as a company with restricted membership and limited share transferability. The Act mandates specific documentation and procedural requirements that all applicants must follow. The Office of the Company Registrar enforces these regulations and maintains the official registry of all registered companies in Nepal.
Legal ReferenceProvisionRequirementCompanies Act, 2063Section 2(ka)Definition of Private CompanyCompanies Act, 2063Section 6Minimum Members RequiredCompanies Act, 2063Section 7Memorandum of AssociationCompanies Act, 2063Section 8Articles of AssociationCompanies Act, 2063Section 9Directors Appointment
Essential Documents for Private Company Registration
Memorandum of Association (MOA)
The Memorandum of Association is the foundational constitutional document of a private company. This document outlines the company’s name, registered office location, objectives, and liability clause. The MOA must be signed by all founding members in the presence of witnesses. This document establishes the company’s relationship with external parties and defines its scope of operations.
Articles of Association (AOA)
The Articles of Association contains the internal management rules and regulations of the private company. This document specifies procedures for board meetings, shareholder meetings, dividend distribution, and share transfer mechanisms. The AOA must comply with the Companies Act, 2063 and cannot contradict the MOA provisions. All members must sign the AOA before submission to the Company Registrar.
Director Information and Consent
Private companies must appoint at least two directors as per Section 9 of the Companies Act, 2063. Each director must provide written consent to act as director on the prescribed form. Directors must submit their citizenship certificate copies, passport-sized photographs, and residential addresses. The Company Registrar verifies director credentials before approving the registration application.
Shareholder Details and Share Certificate
The application must include complete details of all shareholders and their shareholding percentages. Each shareholder must provide citizenship certificate copies and proof of share ownership. The share certificate template must be attached showing the company’s authorized capital and issued shares. All shareholders must sign the share certificate document as evidence of their investment.
Registered Office Address Proof
Applicants must provide documentary evidence of the registered office location in Nepal. This proof can include property ownership documents, lease agreements, or authorization letters from property owners. The registered office must be a physical location where company records are maintained and official communications are received. The address must be clearly specified in the MOA and verified by the Company Registrar.
Affidavit and Declaration
An affidavit sworn before a notary public or judicial officer is required from the company’s promoters. This affidavit confirms the accuracy of information provided in the registration application. The declaration states that all submitted documents are genuine and complete. This legal document protects the Company Registrar and ensures applicant accountability.
Complete Document Checklist for Registration
The following documents must be prepared and submitted together for private company registration:
- The Memorandum of Association must be prepared in English or Nepali and signed by all founding members with witness signatures.
- The Articles of Association must contain all internal management rules and be signed by all members before submission.
- Citizenship certificate copies of all directors must be provided along with passport-sized photographs for identification purposes.
- Written consent forms from each director must be completed on the prescribed format provided by the Company Registrar.
- Proof of registered office address must include lease agreements, property documents, or authorization letters from the property owner.
- Share certificate template must specify the authorized capital, issued shares, and be signed by all shareholders.
- Affidavit from promoters must be sworn before a notary public confirming document authenticity and accuracy.
- Application form must be completed with all required information and signed by authorized representatives.
- Citizenship certificate copies of all shareholders must be attached to the application.
- Passport-sized photographs of all directors must be provided for official records.
- Proof of payment of registration fees must be submitted with the application.
Step-by-Step Registration Process
Step 1: Prepare Constitutional Documents
Prepare the Memorandum of Association and Articles of Association according to the Companies Act, 2063 requirements. Ensure all founding members review and understand these documents before signing. Have all documents notarized or certified by appropriate authorities to establish authenticity.
Step 2: Collect Director and Shareholder Information
Gather citizenship certificates, photographs, and consent forms from all directors and shareholders. Verify that all individuals meet the eligibility criteria under Nepali law. Ensure all documents are original or certified copies with proper authentication.
Step 3: Prepare Supporting Documents
Obtain proof of registered office address from the property owner or landlord. Prepare the affidavit with a notary public or judicial officer. Compile all citizenship certificates and photographs in the required format.
Step 4: Complete Application Form
Fill out the official private company registration application form with accurate information. Ensure all sections are completed and all required signatures are obtained. Review the form for completeness before submission.
Step 5: Submit to Company Registrar
Submit all documents to the Office of the Company Registrar along with the prescribed registration fee. Obtain a receipt acknowledging document submission and application status. Keep the receipt for future reference and follow-up inquiries.
Step 6: Receive Certificate of Registration
The Company Registrar will review all submitted documents and issue the Certificate of Registration upon approval. This certificate confirms the company’s legal status and provides the company registration number. The certificate is the official proof of private company incorporation in Nepal.
Document Requirements Table
DocumentRequirementQuantityFormatMemorandum of AssociationSigned by all members2 copiesEnglish or NepaliArticles of AssociationSigned by all members2 copiesEnglish or NepaliDirector Citizenship CertificateOriginal or certified copyPer directorCertified copyDirector Consent FormPrescribed formatPer directorOriginal signedShareholder Citizenship CertificateOriginal or certified copyPer shareholderCertified copyRegistered Office ProofLease or ownership document1 copyCertified copyAffidavitNotarized document1 copyOriginal notarizedPassport Photographs4x6 cm size2 per directorColor photographApplication FormOfficial form1 copyOriginal signedRegistration Fee ReceiptPayment proof1 copyOriginal receipt
Frequently Asked Questions
What is the minimum number of members required for private company registration?
Section 6 of the Companies Act, 2063 requires a minimum of two members to form a private company. Maximum membership is limited to fifty members. All members must be Nepali citizens or entities registered in Nepal.
What is the registration fee for private company registration in Nepal?
The registration fee varies based on the authorized capital of the company. The current fee structure ranges from NPR 5,000 to NPR 50,000 depending on capital amount. The Company Registrar’s office provides the exact fee schedule upon application submission.
Can a foreigner be a director of a private company in Nepal?
Section 9 of the Companies Act, 2063 requires at least one director to be a Nepali citizen. Foreign nationals can serve as directors but must have valid work permits and comply with immigration regulations. All directors must provide consent and necessary documentation regardless of nationality.
How long does private company registration take in Nepal?
The registration process typically takes seven to fourteen working days from document submission. The timeline depends on document completeness and Company Registrar’s workload. Incomplete applications may require resubmission, extending the process duration.
What happens after receiving the Certificate of Registration?
After receiving the Certificate of Registration, the company must open a bank account and obtain a Permanent Account Number (PAN) from the Inland Revenue Department. The company must also register for Value Added Tax (VAT) if annual turnover exceeds the prescribed threshold. All statutory compliance requirements must be fulfilled within the specified timeframes.
Why Choose Axion Partners for Private Company Registration
Axion Partners is recognized as the best and No.1 service provider in Nepal for private company registration services. Our expert team possesses comprehensive knowledge of the Companies Act, 2063 and current registration procedures. We provide end-to-end assistance from document preparation through Certificate of Registration receipt.
Our services include:
- Axion Partners prepares all constitutional documents including Memorandum of Association and Articles of Association with full legal compliance.
- Our team collects and verifies all required documents from directors and shareholders ensuring completeness and accuracy.
- Axion Partners handles complete application submission and maintains regular communication with the Company Registrar.
- We provide post-registration support including PAN registration and VAT compliance assistance.
- Our professionals offer consultation on corporate governance and statutory compliance requirements.
- Axion Partners maintains transparent fee structures with no hidden charges or additional costs.
Conclusion
Private company registration in Nepal requires careful preparation and submission of specific documents as mandated by the Companies Act, 2063. Understanding the complete documentation requirements and following the prescribed procedures ensures successful registration and legal compliance. Axion Partners, as Nepal’s leading service provider, offers professional guidance and comprehensive support throughout the entire registration process. Contact Axion Partners today to begin your private company registration journey with expert assistance and assured compliance with all Nepali corporate laws.
