Incorporation of a company means the combination of promoter’s decision to establish and registration of the company. Registration is a process which gives legal status to the company. Company is a legal institution the formation of which is known as incorporation that result is the registration in the competent authority as prescribed by the law of land. A company is incorporated to acquire profit and objectives as stated by its memorandum of association.

A company denotes a business company which is established under the company Act, 2063 section 3(1); a company may be either private or public. Incorporation of a company means formation of company according to company law. The company Act, 2063 section 3 makes the following provisions relating to the incorporation of a business company.


  • Any person who wants to undertake any enterprise with the motive of earning a profit may establish a one man company personally or joint stock company along with others. According to company Act, 2063 section 166 – A company can be established without making profit. A company can be established with a motive to serve some common purpose.
  • Any foreign who wants to establish company in Nepal must perform the provision of company Act, 2063, section 4(1) g, h, i.
  • If the promoter if foreign person, company or body the license for investment, business or transaction pursuant to the prevailing law must be submitted.
  • If the promoter is foreign person an authorized documents to proved that the person holding particular foreign citizenship.
  • If the promoter is foreign company or body a copy of establishment certificate and main document regarding establishment.
  • According to company Act, 2063, there must be necessary at least seven promoters and one Core paid up capital to establish a public company, but if a company wants to  establish another public company it is not necessary to fulfill the provisions.

In case of a private company any one can establish a one man company and the membership must not exceed 50 shareholders (section 9(1) but this bar does not apply with public company. Whether it is a private or a public company it must be registered in the government of Nepal Company Registrar office. In this purpose one can apply with necessary matters and formalities or according to the provisions of section 4 of Company Act, 2063. To register a company, the following documents including necessary fees, an application form should be submitted in the office of the company registrar.


  • Memorandum of proposed company.


  • Articles and regulation of the company.


  • Contract papers, if any agreement has been reached among the incorporators before the incorporation of a public company.


  • In case of a private company, agreement copy if any agreement has been reached among the parties.


After the necessary steps are taken the company registrar office registered the company and issues a certificate in a prescribed format. The registration of a company by an official procedure is called the incorporation of a company.

According to company Act, 2063 section 6(1) A, B, C, D, registration may be denied for a company by the office of the registrar in the following circumstances:


  • If a company has already been registered with the same name.


  • If the name of a company is not good from the point of view of the social welfare, courtesy, and good conduct.


  • If the objective of a proposed company is against the existing Nepal law and contrary to the public interest.


  • If any of the pre- requisites for the registration of a company are not fulfilled according to this Act.

According to section 6(2) of company Act, 2063, the registrar should send about the refusal of registration with its cause clearly within 15 days.