OCR Registration Guide

 Office of Company Registrar

1.1 Introduction to OCR

The Office of Company Registrar (OCR) is responsible for the registration and regulation of companies in Nepal. It facilitates the incorporation of Public, Private (Single Shareholder/ Multiple Shareholders), Foreign, and Profit Non-Distributing Companies and ensures compliance with legal requirements.

1.2 Name Registration Process

Before proceeding with company registration, name approval is required. The following details must be provided for name registration:

• Company Name in Nepali and English
• Confirmation if the company is part of a group
• Company Objectives selected from the Nepal Standard Industrial Classification (NSIC) (Refer to www.bbpudasaini.com.np for reference)

Once the name is approved, the company must complete the registration process within 90 days.

1.3 Company Registration Process

After name approval, the following details are required for company registration:

1.3.1 Office Location Address

• Province, District, Local Body, Ward Number, Tole
• Phone Number
• Email (Optional), Website (Optional)

1.3.2 Other Registration Details

• If the company is already registered under another government body, provide the name and registration number.
• Total number of Board of Directors (BOD)
• If the company has branches, provide the branch address details.

1.3.3 Capital Structure Details

Capital structure requirements differ based on company type:

Private Company:

• Authorized Capital
• Issued Capital
• Paid-up Capital

Public Company:

• Authorized Capital
• Issued Capital (Cannot exceed Authorized Capital)
• Paid-up Capital (Promoters) (Cannot exceed Issued Capital)
• Paid-up Capital (Public) (Public Share Ratio should be at least 30%, while Promoters should hold at least 51%)
• Total Paid-up Capital = Paid-up Capital (Promoters) + Paid-up Capital (Public) (Should not exceed Issued Capital)

Foreign Company:

• Capital Structure of Head Office
• Capital Structure of Branch/Liaison Office (Classified as either Authorized Capital or Funding)

Non-Profit Company:

• Only Source of Fund is required (amount is optional).

1.3.4 Company Shareholders Information

The following details are required for company shareholders:

• Full Name
• Father’s Name, Mother’s Name, Grandfather’s Name
• Date of Birth (AD & BS)
• Notarized Citizenship, NID, PAN (Only Numbers, No Scanned Documents Required)
• Share Type and Number of Shares to be Taken

For Foreign Companies, only a Company Representative is required instead of shareholders.

1.3.5 Witness Details

• A witness is required, and their notarized citizenship must be provided.

1.3.6 Board of Directors (BOD) Details

• Working Period (From – To)
• At least one BOD phone number must be verified via OTP.

1.3.7 Company Representative (Foreign Companies Only)

• Foreign companies must provide the details of their Company Representative.

1.3.8 Legal Representative (Lawyer)

• A legal representative (lawyer) is required.
• The lawyer must sign the Articles of Association (AOA) and Memorandum of Association (MOA).

1.4 Preparing AOA & MOA

Using the OCR’s online portal (camis.ocr.gov.np), the following documents must be prepared:

• Articles of Association (AOA)
• Memorandum of Association (MOA)
• Company Registration Letter

1.5 Finalizing the Registration Process

Once all details are provided and documents are prepared:

• The online filing is done on the OCR portal.
• Before final submission, clients must review and confirm the details.
• Any necessary corrections can be made before final submission.

1.6 Approval & Issuance of Documents

Once approved, OCR provides the following documents:

• Company Registration Certificate
• PAN Letter
• Company Registration Letter Documents
• Digitally Signed AOA & MOA

1.7 Obtaining PAN/VAT Registration

After obtaining company registration, the company must apply for PAN at the Inland Revenue Office (IRO). Before applying, the company must register with the local ward (municipality). (Refer to Chapter 4 for municipality registration details.)

1.7.1 Requirements for PAN Registration:

1. Fill PAN Application Online at ird.gov.np
2. Following Documents from OCR:

Company Registration Certificate, PAN Letter, MOA & AOA

3. Board Meeting Minutes approving PAN application
4. Personal PAN of the Board Member whose photo/signature will be used on the company PAN
5. Citizenship Copies of All Board Members
6. Rent Agreement (Even for self-owned office space, a rent agreement is required.)
7. House Owner’s Citizenship, Electricity Bill, OR Land Ownership Certificate (Lalpurja Copy)
8. Ward Registration Certificate
9. Google Map Pin Location of the Office
10. The assigned Board Member must be physically present at IRO for biometric verification.

1.8 Additional Compliance Requirements

The company must obtain a company stamp, which should include the company logo / Name and address.