Companies in Nepal are registered with the कम्पनी रजिष्ट्रारको कार्यालय (Office of the Company Registrar, OCR) in Tripureshwar, Kathmandu, an office of the उद्योग, वाणिज्य तथा आपूर्ति मन्त्रालय (Ministry of Industry, Commerce and Supplies). Incorporation, amendments and annual filings are handled electronically through the OCR system CAMIS, the कम्पनी प्रशासन व्यवस्थापन सूचना प्रणाली (Company Administration Management Information System), at ocr.gov.np.

The company registry in Nepal

The governing statute is the कम्पनी ऐन, २०६३ (Companies Act 2063, 2006). Section 6 of the Act requires incorporation with the Company Registrar Office set up by the Government of Nepal, and the Registrar administers the Act and carries out company administration functions. There is one national registrar: Nepal does not operate provincial company registers.

Nepal does, however, keep companies and unincorporated business separate. The OCR registers only companies. A sole proprietorship is a private firm registered under the Private Firm Registration Act 2014 (1958) and its 2034 rules, and a partnership is registered under the Partnership Act, both outside the OCR through the industry, commerce or local-level office competent for the activity concerned. The exact competent office for firm registration could not be confirmed from an official page at the time of writing, because the national trade portal was unreachable.

CAMIS is the operative interface. The OCR has published a series of notices during 2082 and 2083 BS on improvements to the system, on paying fines and receiving letters through it, and on an arrangement under which the letters acknowledging वार्षिक विवरण (annual returns) are issued automatically. In 2083 BS the office also published a notice on the waiver of taxes, charges, fees and fines payable under the Companies Act, and opened a public consultation on amending and consolidating the company directive. The office additionally runs a Corporate Action Room whose actions it reports publicly.

Legal forms that can be registered in Nepal

  • प्राइभेट लिमिटेड कम्पनी (Private company) — the standard form: the number of shareholders may not exceed fifty, the company may not offer its shares or debentures to the public, the name must end with "Private Limited", and the Act sets no minimum capital.
  • पब्लिक लिमिटेड कम्पनी (Public company) — requires at least seven promoters and a minimum paid-up capital of ten million rupees, must use the word "Limited" in its name, and may issue securities publicly.
  • नाफा वितरण नगर्ने कम्पनी (Company not distributing profits) — incorporated under Chapter 19 of the Act for a defined objective; it may not distribute dividends to its members and is exempt from the "Limited" and "Private Limited" name requirements.
  • Single shareholder private company — a private company may be incorporated and held by one person, the Act imposing only the upper limit of fifty shareholders.
  • Foreign company branch or liaison office — a company incorporated abroad that establishes a place of business in Nepal registers with the OCR under the foreign company provisions of the Act; it is not a separate Nepali legal person.
  • प्राइभेट फर्म (Private firm, sole proprietorship) — an individual trading in a registered firm name under the Private Firm Registration Act 2014, with unlimited personal liability and no separate legal personality. Not registered by the OCR.
  • साझेदारी फर्म (Partnership firm) — two or more partners under the Partnership Act, with personal liability. Also outside the OCR register.

Cooperatives are registered under cooperative legislation with the competent cooperative registrar rather than with the OCR.

Information available from the Nepalese registry

Two layers of company information exist in Nepal, and they are held in different places. The OCR file records the registered particulars of the company: its name, registration number, date of incorporation, registered office, objects, authorised, issued and paid-up capital, the promoters and shareholders as filed, the directors, and the record of every subsequent filing, including amendments of the memorandum and articles, changes of capital, changes of director and the annual returns.

The company itself, separately, must maintain the register of shareholders and the register of debenture-holders at its registered office. The Act gives shareholders a right of inspection, and allows a public company to close inspection for a maximum of thirty days at one time and forty-five days in aggregate in any year. Duplicate copies of entries are supplied on payment of the prescribed fee.

Public online access is limited. Filings run through CAMIS, which requires an account, and the OCR company-details lookup returned a server error when tested for this article, so a free public company search could not be confirmed as operating. In practice registered particulars are obtained by application to the OCR.

What is not published through the register is the ownership layer beyond the filed shareholder list, and company financial reporting: audited accounts are submitted with the annual return and to the Inland Revenue Department rather than published as an open dataset. Nepal has no public beneficial-ownership register that could be confirmed on an official source at the time of writing.

Documents that can be obtained from the registry

  • कम्पनी दर्ता प्रमाणपत्र (Certificate of incorporation) — the Registrar certificate evidencing that the company exists from a stated date, with its name and registration number. The primary proof of legal existence for banks, tenders and counterparties.
  • प्रबन्धपत्र (Memorandum of association) — the registered constitutional document stating the objects, the capital and the liability of members.
  • नियमावली (Articles of association) — the registered internal rules of the company, including share transfer and governance provisions.
  • वार्षिक विवरण (Annual return) — the yearly filing on shareholders, capital, directors and accounts; CAMIS now issues the acknowledgement letters for these filings automatically.
  • Certified copies of filed documents — copies of documents on the company file, including amendment filings and changes of director, supplied by the OCR on application.
  • शेयरधनीको लगत (Register of shareholders extract) — an extract from the shareholder register, which the company must maintain and from which duplicate copies are available on payment of the prescribed fee.

Frequently Asked Questions

Who registers companies in Nepal?

The Office of the Company Registrar, under the Ministry of Industry, Commerce and Supplies. It is the single national registrar and works through the CAMIS online system.

What company types exist under the Companies Act 2063?

Private companies, public companies and companies not distributing profits. Private companies are capped at fifty shareholders; public companies need at least seven promoters and ten million rupees of paid-up capital.

Are sole traders registered with the OCR?

No. A sole proprietorship is registered as a private firm under the Private Firm Registration Act 2014, and partnerships under the Partnership Act, both outside the company register.

Is there a free public company search in Nepal?

Not one that could be confirmed as working: CAMIS requires an account and the OCR company-details page returned a server error when tested. Registered particulars are obtained by application to the OCR.

Are Nepalese company accounts public?

No. Audited accounts accompany the annual return filed with the OCR and the tax authority, but they are not published as an open register.

Sources

  • कम्पनी रजिष्ट्रारको कार्यालय (Office of the Company Registrar) — ocr.gov.np
  • Companies Act 2063 (2006), official text published by the Department of Industry — doind.gov.np
  • कम्पनी ऐन, २०६३, Nepal Law Commission — lawcommission.gov.np
  • Ministry of Industry, Commerce and Supplies — moics.gov.np
  • प्राइभेट फर्म रजिष्ट्रेशन नियमावली २०३४, Department of Industry — doind.gov.np
  • Nepal Trade Information Portal, register a company or firm — nepaltradeportal.gov.np
  • Nepal National Portal, Office of Company Registrar services — nepal.gov.np

Keywords

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