How to Register a Single-Shareholder Pvt. Ltd. Company in Nepal

Can One Person Register a Company in Nepal?

Yes. Section 3 of the Companies Act, 2063 allows any individual to incorporate a private limited company on their own. The company becomes a separate legal entity — it can own property, sign contracts, and sue or be sued independently of the founder.

This means you get limited liability protection: your personal assets (house, land, savings) are shielded from business debts. Your risk is limited to the capital you invest in the company.

Private Ltd (Sole Owner) vs. Sole Proprietorship Firm

The Registration Process (via CAMIS)

Since Shrawan 1, 2081 (July 16, 2024), all company registrations go through the CAMIS portal at ocr.gov.np. Here's how the process works:

Step 1: Create Your CAMIS Profile

Register on the portal with your email and mobile number (verified via OTP). Upload your scanned citizenship certificate and passport-sized photo.

Step 2: Reserve a Company Name

Submit your proposed name in both English and Nepali. The name must end with "Private Limited" (Pvt. Ltd.), be unique, and not be offensive. Approval takes 24–48 hours. The name stays reserved for 35–90 days.

Step 3: Prepare and Upload Documents

• Memorandum of Association (MOA) — your company's charter (name, address, objectives, capital)
• Articles of Association (AOA) — internal governance rules. Sole founders can adopt the government-prescribed format under Section 4(2), saving drafting costs.
• Citizenship certificate and photo of the founder
• Office address proof — land ownership certificate (Lalpurja) or lease agreement
• Witness details — at least one witness must sign the MOA/AOA

All documents must be notarized and uploaded as PDFs.

Step 4: Pay Government Fees

Pay online via eSewa, Khalti, or ConnectIPS. The fee depends on your authorized capital:

Additional costs: name reservation (~NPR 100–500), gazette publication (NPR 600), digital certificate (NPR 1,000), notarization (NPR 500/doc), company seal (NPR 500–1,500).

Step 5: OCR Review and Certificate

The OCR reviews your application. If there are discrepancies, they'll post comments on your CAMIS dashboard. Once approved, you can download your Certificate of Incorporation digitally.

After Registration: What's Next?

PAN Registration (Mandatory)

Apply for a Permanent Account Number through the IRD Taxpayer Portal. You'll need to visit the Inland Revenue Office once for biometric verification (fingerprints + photo). The PAN is required before you can conduct any business transactions.

VAT Registration (If Applicable)

Some sectors (hardware, electronics, catering, liquor, health clubs) require VAT registration regardless of turnover.

Ward Office Registration

Register at your local Ward Office with your OCR certificate, PAN certificate, and rent agreement. You'll pay house rent tax (10% of monthly rent, typically 4–6 months in advance) and an annual business tax (NPR 5,000–15,000).

Bank Account

Open a corporate bank account with your incorporation certificate, MOA/AOA, PAN certificate, board resolution, and share registry. Deposit your paid-up capital.

3-Month Compliance Window

Within 3 months of incorporation, you must:

• Formally notify the OCR of your registered office address (Section 184)
• Appoint a licensed auditor (RA or CA) and notify the OCR
• Record your consent to act as Managing Director in the minute book

Quick Checklist

Frequently Asked Questions

Can one person register a company in Nepal?

Yes. Section 3 of the Companies Act 2063 allows a single individual to incorporate a private limited company on their own. A one-person Pvt. Ltd. is a separate legal entity, so the founder gets limited liability — personal assets are shielded and risk is limited to the capital invested.

How much does it cost to register a single-shareholder Pvt. Ltd.?

Government OCR fees start at about NPR 1,000 for authorized capital up to NPR 1,00,000, rising on a sliding scale. Add roughly NPR 2,000–4,000 for name reservation, gazette, digital certificate, notarization, and a seal. Including professional fees, most founders budget around NPR 15,000–35,000 to get fully registered with a PAN.

Single-shareholder Pvt. Ltd. vs sole proprietorship — which is better?

A single-shareholder Pvt. Ltd. is a separate legal entity with limited liability, registered at the OCR and taxed at the corporate rate (usually 25%). A sole proprietorship is not a separate entity — the owner has unlimited liability and is taxed at progressive personal rates. The company protects personal assets and scales better; the firm is cheaper and faster to start.

How long does it take to register a one-person company?

Name reservation on CAMIS usually takes 1–2 working days, and incorporation at the OCR is typically completed within about 7–12 days once your documents are in order. PAN registration at the IRD adds one in-person biometric visit.

What documents are needed?

The MOA and AOA, a copy of the shareholder’s citizenship certificate, recent passport-size photos, proof of the registered office address (Lalpurja or rent agreement), and witness details for the MOA/AOA. Everything is uploaded to the OCR’s CAMIS portal.