Updated August 2026. The fee schedule below is published by the Office of the Company Registrar under a Nepal Gazette notification of 2064 BS. It is a Companies Rules schedule, not a Finance Act figure — it does not change with each year’s budget.
Registering a private limited company in Nepal is more approachable than most people believe — and the single biggest thing standing in the way is a myth about minimum capital that is not in the law at all.
The Rs 1,00,000 Minimum Capital Myth
The Companies Act 2063 sets a minimum paid-up capital only for public companies — and that figure is Rs 1 crore, not Rs 1 lakh. No provision anywhere in the Act imposes a minimum on private companies. The Registrar’s own registration page states the minimum for public limited only.
Where the myth comes from: the Registrar’s fee table starts with a band reading “authorised capital up to Rs 1,00,000 — fee Rs 1,000”. People have read the bottom fee bracket as a capital requirement. It is not one.
Registration Fees by Authorised Capital
| Authorised capital up to | Fee |
|---|---|
| Rs 1,00,000 | Rs 1,000 |
| Rs 5,00,000 | Rs 4,500 |
| Rs 25,00,000 | Rs 9,500 |
| Rs 1 crore | Rs 16,000 |
| Rs 2 crore | Rs 19,000 |
| Rs 3 crore | Rs 22,000 |
| Rs 5 crore | Rs 28,000 |
| Rs 10 crore | Rs 43,000 |
| Above Rs 10 crore | Rs 30 per lakh |
How Many People Do You Need?
A single person can own a private limited company. The Act caps shareholders at 101 and sets no floor beyond one. The number of directors is whatever your Articles of Association say — the Act imposes no minimum for a private company.
| Company type | Minimum people |
|---|---|
| Private limited | 1 shareholder |
| Public limited | 7 founders, board of 3–11 directors, Rs 1 crore paid-up minimum |
| Non-profit company | 5 founders, no dividend permitted |
The Process
- Reserve the name. Have alternatives ready — names are refused for similarity and for restricted words.
- Prepare the MOA and AOA — two copies each. These are the constitutional documents; do not treat them as a formality to be copy-pasted.
- Assemble the application — the prescribed application form, certified citizenship copies of all founders, and any prior sectoral approvals your business needs.
- Sign properly. All founders sign every page, and the final page needs thumbprints plus witness attestation. Incomplete signing is a common cause of rejection.
- Submit through the Registrar’s online system and pay the fee for your capital band.
- Attend in person for identity verification — see below.
🤝 Registering a company and want the documents right the first time?
Tell us your business type, how many founders and roughly what capital. Digital Solution will walk you through what to prepare — and tell you honestly when your MOA and AOA need a company lawyer rather than a template.
Proprietorship or Company? The Honest Comparison
| Sole proprietorship | Private limited | |
|---|---|---|
| Liability | Unlimited — your personal assets are exposed | Limited to your shareholding |
| Setup cost | From Rs 1,000 | From Rs 1,000, plus document preparation |
| Ongoing compliance | Light | Annual audit and Registrar filings, with escalating fines for default |
| Bringing in investors | Not practical | Straightforward — shares |
| Perception with banks and clients | Adequate for small operations | Generally stronger |
Frequently Asked Questions
What is the minimum capital for a private limited company in Nepal?
There is none. The Act sets a minimum only for public companies, at Rs 1 crore. The Rs 1,00,000 figure people quote is the bottom of the fee table, not a capital requirement.
How much does company registration cost?
From Rs 1,000 for authorised capital up to Rs 1 lakh, rising to Rs 43,000 at Rs 10 crore, and Rs 30 per lakh above that.
Can one person register a private limited company?
Yes. The minimum is one shareholder and the maximum is 101.
How many directors do I need?
Whatever your Articles of Association specify — the Act sets no minimum for a private company.
Is company registration fully online in Nepal?
No. Filing is through the online system, but at least one founding shareholder must appear in person for identity verification.
Do the fees change every year?
No. They sit in a Gazette schedule rather than the annual Finance Act.
Do I need a Nepali-resident director?
Sources conflict and the Act is silent on the point. Get it confirmed by a company lawyer if it affects your structure.
What happens after registration?
PAN, ward registration and business tax, a bank account, and SSF employer registration before you hire. See our guide to the first steps after registration.
Sources
- Office of the Company Registrar published fee schedule, per Nepal Gazette Volume 57, dated 2064/02/14.
- Companies Act 2063 — sections 9 and 11 on shareholder limits and public company paid-up capital, and section 86 on directors.
- Office of the Company Registrar published registration requirements, including the in-person identity verification step.
Related Reading
Disclaimer: Digital Solution Nepal is an independent educational and digital-service assistance website — not a government office, not a law firm and not an audit firm. Registration procedures, fees and thresholds change through Acts, regulations and local Economic Acts, and requirements differ by office, sector and province. Nothing here is legal or professional advice — the relevant registering office and a qualified professional are final. Confirm before filing or paying anything.
Rabin Paudel
Rabin Paudel is the Founder of Digital Solution, a Content Creator, and an AI Trainer. He shares practical and easy-to-understand content on Artificial Intelligence, Digital Literacy, Online Services, FinTech, and Technology. His mission is to make technology simple, accessible, and useful for everyone.
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