A Comprehensive Guide to the Required Documents for Private Company Registration in Nepal

If you are a foreign investor planning market entry, understanding private vs public company in Nepal is not optional. It determines ownership structure, compliance burden, fundraising flexibility, and timelines. Nepal’s company registration framework is document-driven, regulator-led, and strict on completeness.

This guide is written for foreign founders, CFOs, and legal teams. It focuses on private company registration, while clearly contrasting it with public companies so you choose the right structure from day one.

You will find document checklists, regulatory references, and practical insights grounded in Nepal’s actual registration process.

Understanding Private vs Public Company in Nepal

Before documents, clarity matters.

In Nepal, company classification is governed by the Companies Act 2006 and administered by the Office of Company Registrar.

What is a Private Company in Nepal?

A private company in Nepal is a limited liability entity that:

• Restricts share transfers
• Cannot invite public subscription
• Has 1 to 101 shareholders
• Operates for profit or services

This structure is preferred by foreign companies, subsidiaries, joint ventures, and holding entities.

What is a Public Company in Nepal?

A public company:

• Requires at least 7 shareholders
• Can issue shares to the public
• Is subject to enhanced disclosures
• Must meet higher paid-up capital thresholds

For most foreign investors, public companies are unnecessary at entry stage.

Private vs Public Company in Nepal at a Glance

Insight: Over 90 percent of foreign investors entering Nepal choose a private company structure due to speed and control.

Legal Framework Governing Company Registration in Nepal

Foreign investors must align documentation with multiple statutes:

• Companies Act 2006
• Foreign Investment and Technology Transfer Act 2019
• Industrial Enterprises Act 2020
• Department of Industry

Each document you submit is cross-verified against these laws.

Required Documents for Private Company Registration in Nepal

This is the core of the private vs public company in Nepal decision. Private companies enjoy simpler documentation.

1. Company Name Reservation Certificate

Issued by the Office of Company Registrar, this confirms your proposed name is:

• Unique
• Not misleading
• Not restricted

Foreign investors should prepare 2 to 3 alternate names.

2. Memorandum of Association (MOA)

The MOA defines the company’s DNA.

It must clearly state:

• Company objectives
• Authorized capital
• Shareholding structure
• Registered office address

For foreign companies, objectives must align with approved investment sectors.

3. Articles of Association (AOA)

The AOA governs internal operations, including:

• Board composition
• Voting rights
• Dividend policies
• Share transfer restrictions

Private companies benefit from flexible AOA drafting compared to public companies.

4. Shareholder Identification Documents

Foreign shareholders must submit:

• Passport copy
• Passport-size photograph
• Address proof

If the shareholder is a foreign company:

• Certificate of Incorporation
• Board resolution approving Nepal investment

5. Director Identification and Consent

Each director must provide:

• Passport or citizenship ID
• Director consent letter
• Specimen signature

At least one director is mandatory for a private company.

6. Registered Office Address Proof

You must submit:

• Lease agreement or ownership document
• Landlord consent letter

Virtual offices are generally not accepted at registration stage.

7. Foreign Investment Approval Documents

If foreign ownership exists, additional approvals apply:

• Application to the Department of Industry
• Project report or business plan
• Joint venture agreement, if applicable

This is where many foreign companies face delays.

8. Capital Commitment Declaration

Investors must declare:

• Total investment amount
• Equity structure
• Timeline for capital injection

Actual inflow is regulated later by the central bank.

9. Power of Attorney (If Applicable)

If documents are filed through a local representative:

• Notarized power of attorney
• Consular attestation for foreign execution

Typical Document Checklist for Foreign Companies

A practical summary helps avoid errors.

Mandatory documents include:

• Name reservation certificate
• MOA and AOA
• Shareholder passports
• Director consent letters
• Registered office proof
• Foreign investment approval

Missing even one document can reset the timeline.

Private vs Public Company in Nepal: Documentation Complexity Compared

Private companies require fewer disclosures.

Public companies additionally require:

• Prospectus
• Minimum public shareholding compliance
• Enhanced audit disclosures

For foreign companies testing the Nepal market, private company registration is almost always the smarter choice.

Common Mistakes Foreign Investors Make

Here are issues that delay approvals:

1. Overly broad business objectives
2. Incorrect capital structuring
3. Missing consular attestation
4. Misalignment with restricted sectors

A locally aligned document strategy saves weeks.

Compliance After Registration

Registration is only step one.

Post-registration, private companies must complete:

• PAN registration
• Bank account opening
• Capital inflow reporting
• Annual filings with the Office of Company Registrar

Public companies face significantly heavier ongoing compliance.

Why Foreign Companies Prefer Private Companies in Nepal

From a strategic standpoint:

• Faster incorporation
• Lower compliance costs
• Greater control over ownership
• Easier exit or restructuring

This reinforces why private vs public company in Nepal is a foundational decision.

Final Thoughts: Choosing the Right Structure

For most foreign investors, the debate around private vs public company in Nepal is settled early. A private company offers speed, flexibility, and regulatory clarity.

Document accuracy is not just a legal requirement. It is a commercial advantage.

If you are entering Nepal for the first time, get the structure right before you invest capital.

Frequently Asked Questions 

Is a private company better than a public company in Nepal?

Yes. For most foreign investors, private companies offer simpler compliance, faster registration, and full ownership control.

How many documents are required for private company registration in Nepal?

Typically 8 to 10 core documents, depending on foreign ownership and sector approvals.

Can a foreigner fully own a private company in Nepal?

Yes, subject to sector eligibility under foreign investment laws.

How long does private company registration take in Nepal?

On average, 2 to 4 weeks if documents are complete and compliant.

Can a private company be converted into a public company later?

Yes. Conversion is allowed but requires additional regulatory approvals and disclosures.