Short answer
For a Nepali private limited company you need: the proposed name in English and Nepali, the Memorandum of Association (प्रबन्धपत्र) and Articles of Association (नियमावली), citizenship copies and NID numbers of every shareholder, witness details, the registered office address and, if someone files for you, an authority letter. Foreign investors add FDI approval and notarised passport or corporate documents.
| Core documents | MOA, AOA, application, shareholder KYC |
|---|---|
| Nepali shareholders | Citizenship certificate copy and NID number |
| Foreign individuals | Passport copy (notarised/apostilled as required) |
| Corporate shareholders | Certificate of incorporation, board resolution, constitutional documents |
| Foreign investment | Department of Industry approval or automatic-route certificate |
| Upload window | Within 90 days of name approval |
| Filed with | Company registration office (OCR) via CAMIS |
Checklist for a company with Nepali shareholders
- Proposed company name in English and Nepali, plus one or two alternatives — check them first with our name search guide.
- Main objectives of the company (what it will do), written to match any licence you will need.
- Memorandum of Association (MOA / प्रबन्धपत्र): name, objectives, registered office, authorised/issued/paid-up capital, shareholders and their shares.
- Articles of Association (AOA / नियमावली): internal rules on directors, meetings, share transfers and decision-making.
- Citizenship certificate copy and National Identity (NID) number of each shareholder.
- Contact details (phone, email, address) of each shareholder and director.
- Citizenship copies of witnesses, as the application requires.
- Registered office address in Nepal.
- Shareholders' agreement, if the founders have one (recommended when there are several founders).
- Authority letter if a representative or consultant files on your behalf.
Additional documents for foreign investors
| Investor type | Documents | Formalities |
|---|---|---|
| Foreign individual | Passport copy; proof of address; CV/profile where asked; bank reference if required for FDI | Notarised and apostilled (or embassy-attested) when signed abroad |
| Foreign company | Certificate of incorporation; MOA/AOA or equivalent; board resolution to invest and appoint a representative; latest financial statements | Notarised and apostilled/legalised; translated into English if needed |
| Both | Foreign investment approval or automatic-route certificate from the Department of Industry; power of attorney for the signatory in Nepal | Obtained before OCR registration |
Foreign investment has its own approval stage and minimum amount — read our guide to foreign direct investment in Nepal.
Getting the MOA and AOA right
The MOA and AOA are the company's constitution. The OCR provides model formats, and many small companies adopt them with minimal changes. That is fine for a single-founder company, but companies with several shareholders, investors or family members usually need tailored clauses: who appoints directors, what decisions need unanimous consent, how shares can be transferred, and what happens if a founder leaves.
Three points cause most OCR queries: objectives that are too broad or do not match the planned licence, capital figures that do not tally between the MOA, AOA and application, and shareholder details that differ from the citizenship copies. Our article on what a private limited company is explains authorised, issued and paid-up capital in plain terms.
Documents needed after incorporation
| Step | Documents usually required |
|---|---|
| PAN / VAT (IRD) | OCR certificate, MOA/AOA, board decision, director's citizenship and photo, office rent agreement |
| Ward / municipality | OCR certificate, PAN, rent agreement, landlord's citizenship, recent utility bill or property tax receipt |
| Bank account | OCR certificate, MOA/AOA, PAN, board resolution on account opening, KYC of signatories |
| Industry or sector licence | Company and PAN documents plus sector-specific papers — see licences by business type |
Document mistakes that delay registration
- Name spelt differently on the citizenship certificate and the MOA.
- Expired passport or a passport copy that is not notarised as required.
- Board resolution of a foreign corporate investor that does not name the investment amount or the representative.
- Rent agreement in the name of a person, not the company, when the ward or bank expects it in the company's name.
- Scans that are blurred, cropped or too large to upload.
If you are unsure about any item, send us scans before filing and we will check them against the OCR's current requirements. It is part of our company registration service.
Key takeaways
- Prepare the name in English and Nepali, the MOA (प्रबन्धपत्र), the AOA (नियमावली) and every shareholder's citizenship and NID.
- Foreign investors need FDI approval and properly legalised documents before OCR filing.
- Make names, numbers and capital consistent across every document.
- Plan the PAN, ward and bank documents at the same time.
Frequently asked questions
What is MOA and AOA in Nepali?
The Memorandum of Association is called प्रबन्धपत्र (prabandhapatra) and the Articles of Association नियमावली (niyamawali).
Do shareholders need a PAN before registering a company?
No. The company applies for its own PAN after incorporation. Shareholders need citizenship (or passport) and, for Nepali citizens, an NID number.
Is a rent agreement needed to register a company?
The OCR needs a registered office address. A rent agreement or ownership document becomes essential for PAN, ward registration and the bank account, so prepare it early.
Do documents signed abroad need an apostille?
Usually yes. Documents executed outside Nepal are generally notarised and then apostilled or attested by the Nepali embassy, depending on the country.
Can I use the OCR's model MOA and AOA?
Yes, and many single-founder companies do. Companies with several shareholders or investors should add tailored provisions to avoid future disputes.
How many witnesses are needed?
The online application asks for witness details; follow the current CAMIS form, which specifies the number and the documents required for each witness.
Sources and official references
- Office of Company Registrar — registration requirements
- Department of Industry — foreign investment
- Companies Act 2063 — Nepal Law Commission
Government fees and rules change with each Finance Act and OCR/IRD notice. We re-check the figures on this page regularly; confirm the latest amount with the office concerned or ask our team before you pay.