Consultancy Company Registration in Nepal – Complete Guide

Back to home

Consultancy Company Registration in Nepal – Complete Guide

Starting a consultancy company in Nepal can be a lucrative venture due to growing demand in sectors like business advisory, legal services, IT consulting, HR, and management solutions. To operate legally, it is crucial to understand the consultancy company registration process in Nepal, required documents, fees, and compliance requirements. This guide provides a step-by-step approach to ensure smooth registration and legal operation.

Legal Framework for Consultancy Companies in Nepal

  • Companies Act 2006 – Governs the registration and operation of private and public companies in Nepal.
  • Income Tax Act 2058 (2001 A.D.) – Regulates taxation of consultancy companies.
  • Value Added Tax (VAT) Act – Applies if the company’s turnover exceeds the legal threshold.
  • Foreign Investment and Technology Transfer Act (FITTA) – Applicable if foreign investors are involved.

Types of Consultancy Companies in Nepal

  1. Private Limited Company – Most common structure for consultancy firms.
  2. Public Limited Company – Suitable for large-scale consultancy with multiple shareholders.
  3. Partnership Firms – For small consultancy teams.
  4. Branch Office / Liaison Office – For foreign consultancy companies operating in Nepal.

Step-by-Step Process for Consultancy Company Registration

1. Choose Company Name and Legal Structure

  • Select a unique name approved by the Office of Company Registrar (OCR).
  • Decide on the company type (Private Limited, Public Limited, etc.).

2. Draft Memorandum of Association (MOA) and Articles of Association (AOA)

  • Clearly define company objectives, including consultancy services offered.
  • Specify shareholding structure, roles of directors, and capital contribution.

3. Submit Company Registration Application

  • File with the Office of Company Registrar (OCR).
  • Include required documents: MOA, AOA, board of directors’ details, and office address.

4. Obtain PAN and VAT Registration

  • Register for Permanent Account Number (PAN) at the Inland Revenue Department (IRD).
  • Apply for VAT registration if annual turnover exceeds NPR 5 million.

5. Open a Bank Account and Deposit Share Capital

  • Open a company bank account in a commercial bank.
  • Deposit the minimum share capital as per company type (typically NPR 100,000 for Private Limited).

6. Sector-Specific Licensing (if required)

  • For specialized consultancy such as engineering, legal, or IT services, obtain additional approvals from relevant regulatory bodies.

Documents Required for Consultancy Company Registration

  • Application form from OCR.
  • Memorandum of Association (MOA) and Articles of Association (AOA).
  • Copy of citizenship certificates of directors/shareholders.
  • Passport-sized photographs of all directors.
  • Lease agreement or ownership proof of the office premises.
  • Bank deposit certificate for share capital.
  • Power of attorney (if applicable).
  • Sector-specific license or accreditation (if required).

Fees for Consultancy Company Registration

  • OCR Registration Fee: NPR 5,000 – 20,000 depending on authorized capital.
  • PAN Registration: Free.
  • VAT Registration Fee: Free.
  • Legal/Notary Charges: NPR 5,000 – 15,000.
  • Sector-Specific License Fee: Varies depending on profession or regulatory body.

Timeline for Consultancy Company Registration

  • Name approval: 1–2 working days.
  • Company registration at OCR: 3–5 working days.
  • PAN and VAT registration: 1–2 working days.
  • Bank account and share capital deposit: 2–3 working days.
  • Sector-specific licenses: 7–15 working days.

Total estimated time: 10–20 working days for a standard consultancy company.

Post-Registration Compliance

  • Annual renewal of company registration (if applicable).
  • Maintain books of accounts and audited financial statements.
  • Submit annual tax returns to IRD.
  • Renew sector-specific licenses or accreditations.
  • Adhere to labor laws for employees.

Benefits of Registering a Consultancy Company in Nepal

  • Legal recognition to operate and provide professional services.
  • Eligibility to open corporate bank accounts and receive payments from clients.
  • Ability to enter contracts and sign agreements with government and private sectors.
  • Access to corporate loans and funding opportunities.
  • Tax compliance ensures credibility and avoids penalties.

Workflow Diagram of Consultancy Company Registration

flowchart TD
    A[Choose Company Name & Structure] --> B[Draft MOA & AOA]
    B --> C[Submit Registration Application at OCR]
    C --> D[Obtain PAN & VAT Registration]
    D --> E[Open Bank Account & Deposit Share Capital]
    E --> F[Obtain Sector-Specific License if Required]
    F --> G[Commence Consultancy Operations]
    G --> H[Annual Compliance & Tax Filing]

Conclusion

Registering a consultancy company in Nepal is a systematic process designed to ensure legal recognition, financial transparency, and professional credibility. By following the OCR registration, PAN/VAT registration, bank deposit, and sector-specific licensing, entrepreneurs can operate smoothly while offering consultancy services to clients. Proper registration also ensures compliance with tax laws, labor regulations, and industry standards, providing a foundation for long-term business growth.