Which Structure Is Right for You?
Before you file anything, you need to decide: Private Limited Company or Partnership Firm? Both let multiple people start a business together, but they differ in liability, compliance, and scalability.
| Feature | Pvt. Ltd. (Multi-Shareholder) | Partnership Firm |
|---|---|---|
| Minimum Partners | 2 (up to 50 shareholders) | 2 (no upper limit) |
| Liability | Limited to investment | Unlimited (personal assets at risk) |
| Legal Identity | Separate from founders | Same as partners |
| Registered With | OCR via CAMIS portal | Department of Commerce / Ward Office |
| Governing Law | Companies Act 2063 | Partnership Act 2076 |
| Compliance | Auditor, annual returns, OCR filings | Annual renewal at Ward Office |
| Best For | Scalable businesses, B2B, tenders | Small ventures, professionals, family business |
Quick Rule of Thumb: If you plan to raise investment, hire employees at scale, or bid on government contracts — go with a Pvt. Ltd. If it’s a small trade or professional services venture among trusted partners, a Partnership Firm is faster and cheaper.
Option A: Multi-Shareholder Private Limited Company
Governed by Section 3 of the Companies Act 2063, this is the same structure as a sole-owner company — but with 2 to 50 shareholders sharing equity. It must be registered via the CAMIS portal at ocr.gov.np.
Step 1: Create CAMIS Profiles (All Promoters)
Every shareholder must register individually on CAMIS with their email, mobile OTP, citizenship certificate, and passport photo. All promoters are linked to a single company application.
Step 2: Reserve a Company Name
Submit the proposed name in Nepali and English. It must end in “Private Limited,” be unique, and not misleading. Approval takes 24–48 hours; the reservation lasts 35–90 days.
Step 3: Draft MOA & AOA — List All Shareholders
The Memorandum of Association must name every promoter, their shareholding percentage, and capital contribution. The Articles of Association governs internal decisions — specify how votes, dividends, and disputes among partners are handled. All promoters must sign before a notary with at least one witness each.
Step 4: Pay Government Fees Online
Pay via eSewa, Khalti, or ConnectIPS based on your authorized capital (same fee table as sole-owner registration).
Step 5: OCR Review & Certificate
The OCR reviews and may post comments on your dashboard. Once approved, download your Certificate of Incorporation digitally. All shareholders are recorded in the Share Registry (Lagat).
Documents Required (Per Promoter)
- Citizenship certificate (notarized copy)
- Passport-sized photograph
- Signed MOA and AOA (all promoters)
- Office address proof (Lalpurja or lease agreement)
- Witness details (at least one per document)
Important: Share distribution must be decided before registration — changes later require an OCR filing and extra fees. Agree on shareholding percentages upfront.
Option B: Partnership Firm
Governed by the Partnership Act 2076 (2020), a firm must be registered within 6 months of signing the Partnership Deed. Registration goes through the Department of Commerce, Supplies & Consumer Protection — not CAMIS.
Step 1: Draft a Partnership Deed (Kabuliyat)
The agreement must specify: names and addresses of all partners, business objectives, capital contributed by each, profit/loss sharing ratio, authority of each partner, dispute resolution, and duration of the firm. Must be signed by all partners and attested by a gazetted government officer.
Step 2: Choose a Firm Name
The name must be unique and not similar to any registered firm. Check availability with the Department of Commerce before finalizing.
Step 3: Submit Application to the Department
All partners must personally appear with original citizenship certificates. Submit the application form, 3 copies of the Partnership Deed, citizenship copies of all partners, and 3 passport photos each. Pay the registration fee (NPR 1,000–5,000 based on capital).
Step 4: Receive Registration Certificate
If satisfied, the department issues a Certificate of Registration. The entire process typically takes 5–15 working days.
Partnership Fee Structure
| Capital (NPR) | Government Fee (NPR) |
|---|---|
| Up to 20,000 | 50 |
| 20,001 – 1,00,000 | 250 |
| 1,00,001 – 5,00,000 | 1,400 |
| 5,00,001 – 10,00,000 | 3,000 |
| 10,00,001 – 50,00,000 | 4,500 |
| Above 50,00,001 | 6,800 |
Annual Renewal Required: Partnership firms must renew at the Ward Office every year within 35 days after the end of the fiscal year. Missing this deadline can invalidate your transactions under the Act.
After Registration: What’s Next?
Whether you chose Pvt. Ltd. or a Partnership, these post-registration steps apply to both:
PAN Registration (Mandatory)
All partners/directors visit the IRD for biometric verification. PAN is mandatory before any business transactions.
Ward Office Registration
Register locally, pay annual business tax (NPR 5,000–15,000) and house rent tax (10% of monthly rent).
Bank Account
Open a corporate account. For Pvt. Ltd., a board resolution and share registry are required.
VAT Registration (If Applicable)
| Business Type | VAT Threshold (NPR) |
|---|---|
| Goods only | 50,00,000 |
| Services only | 20,00,000 |
| Mixed | 20,00,000 |
Pvt. Ltd. Only: Appoint Auditor
Must notify OCR within 3 months of incorporation. Appoint a licensed auditor (RA or CA).
Quick Checklist
Phase 1: Before You Start
- Decide structure (Pvt. Ltd. vs. Partnership Firm)
- Agree on share/profit split among all partners
- Prepare 3 name options
- Collect all partners' citizenship certificates and photos
- Secure office address proof (Lalpurja or lease)
Phase 2: Registration
- Draft & notarize MOA/AOA or Partnership Deed
- Submit via CAMIS (Pvt. Ltd.) or Dept. of Commerce (Partnership)
- Pay government fees
- Respond to comments / queries
- Download certificate
Phase 3: Post-Registration
- Get PAN from IRD (biometrics for all partners)
- Register at Ward Office
- Open corporate bank account
- Appoint auditor (Pvt. Ltd. only)
- Schedule annual renewal (Partnership only)
Need Help With Registration?
UdhamSathi handles everything — from name reservation to certificate delivery, for all partner structures. 100% online.
WhatsApp: 9700533219