Office of Company Registrar Nepal

27 Mar

Table of Contents

What Is the Office of Company Registrar Nepal?

The Office of Company Registrar Nepal (OCR) is the primary statutory authority established under Section 3 of the Companies Act 2063 (2006) for registering and regulating companies in Nepal. Operating under the Ministry of Industry, Commerce and Supplies, the OCR maintains the official registry of all companies, oversees corporate compliance, and facilitates business establishment. The office is headquartered at Tripureshwor, Kathmandu, with branch offices in major provincial capitals. The OCR manages over 350,000 registered companies and processes approximately 50,000 new registrations annually. Its online portal ocr.gov.np enables digital name reservation, document submission, fee payment, and application tracking, significantly streamlining the company registration process in Nepal.

Legal Framework and Establishment

Statutory Authority Under Companies Act 2063

The Office of Company Registrar Nepal derives its authority from Section 3 of the Companies Act 2063 (2006). This legislation establishes the OCR as the central regulatory body for corporate affairs in Nepal.

Key Statutory Provisions:

Section	Provision	Function
Section 3	Establishment of OCR	Creates the statutory authority
Section 4	Company registration	Powers to register companies
Section 5	Refusal grounds	Conditions for rejecting applications
Section 80	Annual returns	Filing requirements
Section 154	Foreign company registration	Branch and liaison office registration

Regulatory Hierarchy

The OCR operates within Nepal's regulatory framework:

Ministry Level:

Ministry of Industry, Commerce and Supplies (parent ministry)
Policy direction and oversight

Department Level:

Office of Company Registrar (operational authority)
Day-to-day registration and compliance

Implementation Level:

Online portal (ocr.gov.np)
Physical office at Tripureshwor
Branch offices in provinces

Functions and Responsibilities of OCR

Core Functions

The Office of Company Registrar Nepal performs multiple essential functions for corporate governance:

Registration Functions:

Function	Description	Legal Basis
Name reservation	Approving unique company names	Section 4
Company incorporation	Issuing certificates of registration	Section 4
Foreign company registration	Branch and liaison office registration	Section 154
Post-incorporation changes	Address, director, capital amendments	Various sections
Company dissolution	Winding up and deregistration	Section 142-148

Regulatory Functions:

Maintaining statutory registers of all companies
Monitoring compliance with Companies Act 2063
Enforcing corporate governance standards
Imposing penalties for non-compliance
Providing public access to company information

Administrative Functions:

Issuing certified copies of company documents
Processing annual returns and financial statements
Registering charges and mortgages
Recording share transfers and allotments
Updating company records

Compliance Monitoring

The OCR ensures corporate compliance through:

Annual Compliance:

Requirement	Deadline	Penalty for Non-Compliance
Annual return filing	Within 30 days of AGM	Daily accumulation of fines
Financial statement submission	With annual return	Up to NPR 10,000 fine
Auditor appointment	Within 3 months of incorporation	Up to NPR 10,000 fine
AGM holding	Within 6 months of FY end	Up to NPR 10,000 fine

Ongoing Monitoring:

Verification of registered office addresses
Director qualification checks
Share capital maintenance verification
Foreign investment compliance monitoring

Company Registration Process at OCR

Step-by-Step Registration Procedure

The company registration process at OCR follows a structured sequence under Section 4 of the Companies Act 2063.

Step 1: Name Reservation

Action	Timeline	Method
Create account on ocr.gov.np	Immediate	Online
Submit proposed names (1-3 options)	1 day	Online
OCR review and approval	1-2 days	Online
Receive name reservation letter	Immediate upon approval	Download

Name Reservation Guidelines:

Names must be unique and distinguishable
Cannot resemble existing company names
Must comply with naming conventions
Prohibited words (government, royal, Nepal) require special approval

Step 2: Document Preparation

Required documents must be prepared according to OCR specifications:

Document	Copies	Specification
Memorandum of Association	2 original	Signed by all promoters
Articles of Association	2 original	Signed by all promoters
Application form	1	Prescribed format
Promoter citizenship	1 copy each	Certified copies
Photos	2 each	Passport size
Address proof	1	Lease deed or ownership
Power of attorney	1 (if applicable)	Notarized

Step 3: Online Submission

Documents are submitted through the CAMIS OCR platform:

Upload scanned documents (PDF format)
Pay registration fees online via ConnectIPS
Receive application tracking number
Monitor application status online

Step 4: Document Verification

OCR officers conduct comprehensive verification:

Verification Aspect	Check Points
Legal compliance	MOA/AOA conformity with Companies Act
Document authenticity	Signatures, notarization, certifications
Name availability	Confirmation of reserved name
Promoter eligibility	Citizenship, capacity, disqualification
Objectives validity	Permissible business activities

Step 5: Registration Certificate Issuance

Upon successful verification:

OCR issues Certificate of Incorporation
Company PAN is generated automatically
Registration details entered in public database
Digital certificate available for download

Timeline: 5-15 days from complete application submission

Types of Companies Registered by OCR

Domestic Companies

Private Limited Companies:

Feature	Specification
Minimum shareholders	1
Maximum shareholders	101
Minimum directors	1
Transferability of shares	Restricted
Public subscription	Prohibited

Public Limited Companies:

Feature	Specification
Minimum shareholders	7
Maximum shareholders	No limit
Minimum directors	3
Transferability of shares	Free
Public subscription	Permitted

Non-Profit Distributing Companies:

Established for charitable, social, educational objectives
Profits cannot be distributed to members
Minimum 5 members required
Subject to special compliance requirements

Foreign Companies

Branch Offices:

Extension of foreign parent company
Can conduct income-generating activities
Requires competent authority approval
Subject to Section 154 compliance

Liaison Offices:

Non-commercial representation only
Cannot generate revenue
Requires DOI approval before OCR registration
Limited to coordination and communication activities

Subsidiary Companies:

Separate legal entity from parent company
Can be 100% foreign-owned
Requires FDI approval from DOI/IBN
Full compliance with Companies Act

OCR Online Portal (ocr.gov.np)

Portal Features and Services

The OCR online portal provides comprehensive digital services:

Registration Services:

Service	Function	Access
Name reservation	Check availability and reserve names	Public
Company registration	Submit incorporation documents	Registered users
Document upload	Submit MOA, AOA, supporting documents	Registered users
Fee payment	Online payment via ConnectIPS	Registered users
Status tracking	Track application progress	Registered users

Public Services:

Service	Function	Access
Company search	Search registered companies	Public
Document verification	Verify company documents	Public
Certified copies	Request certified document copies	Registered users
Compliance check	Verify company compliance status	Public

User Registration Process

Creating an OCR Account:

Step	Action	Requirement
1	Visit ocr.gov.np	Internet connection
2	Click "Create Account"	-
3	Enter email and mobile number	Valid contact details
4	Verify through OTP	Mobile access
5	Complete profile with citizenship details	Citizenship certificate
6	Set username and password	Secure credentials

Registration Fees at OCR

Company Registration Fee Structure

Based on Authorized Capital:

Authorized Capital	Registration Fee (NPR)
Up to NPR 100,000	1,000
NPR 100,001 - 500,000	3,000
NPR 500,001 - 2,500,000	5,000
NPR 2,500,001 - 10,000,000	10,000
NPR 10,000,001 - 25,000,000	15,000
NPR 25,000,001 - 100,000,000	25,000
NPR 100,000,001 - 500,000,000	40,000
Above NPR 500,000,000	50,000

Additional Fees:

Service	Fee (NPR)
Name reservation	50-100
Certified copy of certificate	500
Certified copy of MOA/AOA	200 per page
Company search report	300
Late filing penalty	Daily accumulation

Foreign Company Registration Fees

Branch Office Fees:

Investment Amount	Registration Fee (NPR)
Up to NPR 10 million	15,000
NPR 10-100 million	40,000
NPR 100-200 million	70,000
NPR 200-300 million	100,000
NPR 300-400 million	130,000
NPR 400-500 million	160,000
Above NPR 500 million	3,000 + 3,000 per additional 10 million

Contact Information and Office Location

Head Office Location

Office of Company Registrar Nepal

Detail	Information
Address	Tripureshwor, Kathmandu, Nepal
Telephone	+977-1-4100631 / +977-1-4100632
Fax	+977-1-5363089
Email	info@ocr.gov.np / support@ocr.gov.np
Website	www.ocr.gov.np
Working Hours	Sunday-Friday, 10:00 AM - 5:00 PM

Regional/Branch Offices

The OCR has established branch offices in major provincial capitals to facilitate regional registration:

Province	Office Location
Bagmati	Kathmandu (Head Office)
Koshi	Biratnagar
Madhesh	Janakpur
Gandaki	Pokhara
Lumbini	Butwal
Karnali	Surkhet
Sudurpashchim	Dhangadhi

Post-Registration Services

Annual Compliance Services

Annual Return Filing:

Requirement	Description	Timeline
Form submission	Online submission of annual return	Within 30 days of AGM
Financial statements	Audited financials attachment	With annual return
Director details	Updated board composition	Annual
Shareholding pattern	Current shareholder information	Annual
Registered office	Current address confirmation	Annual

Amendment Services:

Amendment Type	Process	Timeline
Name change	Board resolution + shareholder approval + OCR filing	2-4 weeks
Address change	Board resolution + OCR filing	1-2 weeks
Director change	Board resolution + Form 12 filing	1-2 weeks
Capital increase	Shareholder resolution + OCR filing	2-3 weeks
MOA/AOA amendment	Special resolution + OCR filing	2-4 weeks

Document Services

Certified Copies:

Certificate of Incorporation
Memorandum and Articles of Association
Annual returns and financial statements
Charge documents
Director and shareholder registers

Company Search Reports:

Basic company information
Director details
Share capital information
Compliance status
Filing history

Common Rejection Reasons and Solutions

Document-Related Rejections

Rejection Reason	Cause	Solution
Incomplete MOA/AOA	Missing clauses or signatures	Use OCR model formats
Signature mismatches	Inconsistent signatures	Ensure uniformity across documents
Unclear objectives	Vague business purposes	Specify detailed business activities
Invalid name	Similar to existing company	Conduct thorough name search

Compliance-Related Rejections

Rejection Reason	Cause	Solution
Promoter disqualification	Under 21 years or disqualified	Verify promoter eligibility
Foreign investment issues	Missing FDI approval	Obtain DOI/IBN approval first
Sector restrictions	Prohibited business activity	Verify sector permissibility
Document authentication	Missing notarization/apostille	Complete authentication process

Frequently Asked Questions (FAQs)

What is the Office of Company Registrar Nepal?

The Office of Company Registrar Nepal (OCR) is the statutory authority under Section 3 of Companies Act 2063 responsible for company registration, corporate regulation, and maintenance of the official company registry in Nepal. It operates under the Ministry of Industry, Commerce and Supplies.

How do I register a company at OCR Nepal?

Company registration involves: name reservation through ocr.gov.np, document preparation (MOA, AOA, application), online submission with fee payment, document verification by OCR officers, and certificate issuance upon approval. The process typically takes 5-15 days.

What documents are required for company registration?

Required documents include: Memorandum of Association (2 copies), Articles of Association (2 copies), application form, promoter citizenship certificates, passport photos, address proof, and power of attorney (if using representative). Foreign companies need additional FDI approval and authenticated documents.

What are the registration fees at OCR Nepal?

Registration fees range from NPR 1,000 (capital up to NPR 100,000) to NPR 50,000 (capital above NPR 500 million). Additional fees apply for name reservation (NPR 50-100), certified copies, and other services.

How long does company registration take at OCR?

Standard company registration takes 5-15 days from complete application submission. Timeline depends on document completeness, verification requirements, and application volume. Foreign company registration may take longer due to additional verification.

Can I register a company online at OCR Nepal?

Yes, the ocr.gov.np portal enables complete online registration including name reservation, document submission, fee payment, and application tracking. However, some amendments and foreign company registrations may require physical document submission.

What types of companies can be registered at OCR?

OCR registers: private limited companies, public limited companies, non-profit distributing companies, foreign company branches, liaison offices, single shareholder companies, and subsidiary companies.

Where is the OCR office located?

The head office is located at Tripureshwor, Kathmandu. Branch offices operate in Biratnagar, Janakpur, Pokhara, Butwal, Surkhet, and Dhangadhi to serve regional registration needs.

What are the annual compliance requirements?

Companies must file annual returns within 30 days of AGM, submit audited financial statements, hold AGMs within 6 months of fiscal year end, and maintain statutory registers. Non-compliance attracts daily penalties.

How do I contact OCR Nepal?

Contact OCR through: phone (+977-1-4100631/4100632), email (info@ocr.gov.np), website (www.ocr.gov.np), or in-person visit at Tripureshwor, Kathmandu during working hours (Sunday-Friday, 10 AM - 5 PM).

Practical Compliance Checklist

Pre-Registration:

[ ] Verify business name availability on ocr.gov.np
[ ] Prepare MOA and AOA using OCR model formats
[ ] Obtain promoter citizenship certificates
[ ] Arrange registered office address proof
[ ] Create account on OCR portal

Registration Process:

[ ] Reserve company name
[ ] Upload all required documents
[ ] Pay registration fees
[ ] Monitor application status
[ ] Collect certificate of incorporation

Post-Registration:

[ ] Obtain PAN registration from IRD
[ ] Register for VAT (if applicable)
[ ] Open company bank account
[ ] Appoint auditor within 3 months
[ ] Comply with annual filing requirements
[ ] Maintain statutory registers

Conclusion

The Office of Company Registrar Nepal serves as the cornerstone of Nepal's corporate regulatory framework. Under the Companies Act 2063, the OCR facilitates business establishment through efficient registration processes while ensuring corporate compliance and transparency.

With its online portal (ocr.gov.np), the OCR has modernized company registration, making it accessible and transparent. The office's comprehensive services from registration to dissolution support Nepal's business ecosystem and economic development.

Understanding OCR procedures, fees, and compliance requirements is essential for entrepreneurs and businesses seeking to establish legal presence in Nepal.

Contact Corporate Np today for comprehensive OCR registration services, compliance support, and professional guidance on all company registrar matters in Nepal.

References

Primary Legal Sources:

Official OCR Resources:

Regulatory Authorities:

Professional Standards:

Disclaimer: This blog is prepared for informational purposes only and does not constitute legal advice. OCR procedures and requirements may vary based on regulatory updates and specific circumstances. Professional legal consultation is recommended for compliance matters.

Service Provider: Corporate Np - Comprehensive OCR registration services, company incorporation, annual compliance, and corporate advisory in Nepal. Contact us for expert guidance on all company registrar matters.

Tags OCR Nepal company registration Nepal ocr.gov.np