Business registration in Nepal is steadily becoming easier. Digital filings, clear investment rules, and investor protections mean foreign companies can incorporate with confidence. This 2025 guide explains every step. You will learn entity options, FDI approvals, required documents, fees, taxes, and common pitfalls. The goal is simple. Help you register a company in Nepal quickly, lawfully, and with fewer surprises.
Strategic location between India and China.
Competitive costs for talent, office space, and compliance.
Clear rules under the Companies Act and the Foreign Investment and Technology Transfer Act (FITTA) 2019.
National treatment for permitted sectors and repatriation of profits, subject to tax and approvals.
Online services at the Office of the Company Registrar (OCR) and the Inland Revenue Department (IRD).
Choosing the right vehicle affects ownership, liability, compliance, and exit flexibility. Below are the common routes foreign investors use.
Most popular route for foreign investors.
1 to 101 shareholders.
Separate legal entity and limited liability.
Can be 100% foreign owned in most open sectors.
Minimum paid-up capital is modest, though FDI thresholds may apply.
Ideal for tech, services, export, and general trading (where allowed).
A single shareholder company with limited liability.
Mirrors a private limited but simpler for governance.
Useful for early-stage ventures and solo founders.
Practical requirement: a local authorized representative for filings.
Minimum seven promoters.
Can offer shares to the public.
Used for larger or regulated projects (for example, hydropower).
Heavier compliance and governance standards.
Extension of a foreign parent.
Can carry on approved business activities in Nepal.
Profits taxed in Nepal; not a separate legal entity.
Requires prior permission and specific filings.
No revenue-generating activities.
Market research, promotion, and coordination only.
Light compliance, but you must convert to trade if you plan to sell.
| Feature | Private Limited | One-Person Company | Public Limited | Branch Office | Liaison Office |
|---|---|---|---|---|---|
| Legal status | Separate entity | Separate entity | Separate entity | Same as parent | Not for trade |
| Owners | 1–101 | 1 | 7+ | Parent only | Parent only |
| Foreign ownership | Allowed in most sectors | Allowed | Allowed | N/A (parent) | N/A (parent) |
| Can trade and invoice | Yes | Yes | Yes | Yes (approved scope) | No |
| Typical use | General business | Solo founder | Large projects | Execute contracts | Market presence |
| Compliance load | Moderate | Moderate-low | High | Moderate | Low |
This is the proven path that foreign investors follow in 2025. Timelines assume documents are complete and decisions are made quickly.
Check whether your sector is open to foreign investment.
If restricted, consider joint venture options or alternative models.
Decide on entity type, shareholding, and capital plan.
Most foreign-owned companies need prior approval.
Prepare your investment proposal, business plan, capital schedule, and promoter details.
Submit to the competent authority based on size and sector.
Approval letters form the legal basis for incorporation and banking.
Propose a unique name ending with “Private Limited” or “Limited.”
Ensure no conflict with existing names or trademarks.
Keep a backup choice in case the first is rejected.
Memorandum of Association (MoA).
Articles of Association (AoA).
Board resolutions and promoter declarations.
Identity documents: passports for foreign promoters, national IDs for locals.
Registered office lease or consent letter.
Power of attorney for your authorized local representative.
Upload documents and complete application forms.
Pay the registration fee based on authorized capital.
Respond to any clarifications promptly.
Receive the Certificate of Incorporation upon approval.
Obtain PAN from the Inland Revenue Department.
Register for VAT if required by turnover or sector.
Register at the local municipality or ward for a business license.
Create and use a company stamp for official documents.
Present your incorporation papers, KYC, and FDI approvals.
Set up foreign currency and local NPR accounts as needed.
Align banking with repatriation and capital injection plans.
Corporate & Promoter Documents
Passports of foreign promoters; national IDs for Nepali promoters.
Parent company charter documents for branch or liaison office.
Board resolutions approving the investment and appointments.
Power of attorney for local authorized representative.
Two passport-size photos of directors and authorized signatories.
Company Formation Pack
Memorandum of Association (MoA).
Articles of Association (AoA).
Proposed shareholding structure and capital schedule.
Registered office lease or consent letter.
Name approval evidence.
Investment Pack (FDI)
Investment proposal and business plan.
Source of funds declaration and audited financials where required.
Joint venture agreement if partnering with a Nepali shareholder.
Sector-specific approvals for regulated industries.
Post-Incorporation Pack
PAN registration application.
VAT registration (if applicable).
Municipality or ward business license application.
Company stamp order and bank account forms.
Name reservation: typically a few business days.
Company incorporation after filing: around one week, if documents are clear.
FDI approval cycle (if required): plan several months end-to-end.
Post-incorporation tax and local licensing: one to two weeks on average.
These are working averages. Complex ownership, regulated sectors, and incomplete documents add time.
Actual public fees are modest by global standards. The bigger cost is professional work and time. Use the table below as a planning aid.
| Cost Component | Typical Basis | Budget Range (NPR) | Notes |
|---|---|---|---|
| Name reservation | Flat | Low | One-time, per application |
| OCR registration | Authorized capital based | Low to medium | Increases with authorized capital |
| FDI processing | Deposits and incidentals | Low | Refundable deposits may apply |
| Ward business license | Annual | 5,000–15,000 | Varies by municipality |
| PAN/VAT registration | Flat | Minimal | Mostly time and document prep |
| Company stamp | Per set | Minimal | Required for official use |
| Legal and advisory | Scope-based | Varies | Drafting, filings, sector-specific approvals |
| Translation & notarization | Per doc | Varies | For foreign charters and MoA/AoA |
| Banking setup | Due diligence | Minimal | Some banks charge account fees |
All figures are indicative for planning. Confirm current rates at the time of filing.
Corporate income tax: Standard rate applies to company profits.
Dividend withholding tax: Applies on distributions to shareholders.
VAT: Standard rate is charged on taxable supplies; not all sectors require VAT.
Withholding on services and payroll: Apply statutory rates when paying vendors and staff.
Audit and annual filings: Annual audit is mandatory; file financial statements and returns on time.
Employer obligations: Social security contributions and workplace policies apply once hiring begins.
Tip: Align your fiscal calendar, audit schedule, and tax payments early. This avoids last-minute rush and penalties.
Investor and business visas: Available to genuine investors and key executives.
Work permits: Required for foreign employees; justify roles not readily filled locally.
Resident representative: In practice, appoint a local authorized person to receive notices and handle filings.
Board composition: Keep minutes, resolutions, and meeting records clean. They are your compliance shield.
Inject capital through formal banking channels only. Keep clean records.
Maintain a capital ledger and file updates after each tranche when required.
Repatriation of dividends, royalties, and disinvestment proceeds is permitted in permitted sectors, subject to taxes and approvals.
Obtain tax clearance before remittance and follow central bank procedures.
Plan currency exposure with your bank. Use hedging if needed.
Some sectors are restricted or require special licenses. Common examples include:
Primary agriculture and cottage industries.
Arms, ammunition, and explosives.
Certain media and news broadcasting.
Real estate trading and land speculation.
Specific professional services above defined foreign ownership limits.
Tourism activities that are reserved for local licenses.
If you operate near a boundary case, obtain a written view before you invest.
Ambiguous scope in the MoA/AoA.
Keep objectives precise but flexible. Avoid contradictions with sector rules.
Under-documented source of funds.
Prepare clean bank trails and promoter financials. It speeds approvals.
Skipping local licenses.
PAN and ward business license are not optional. Budget time for these.
Treating liaison like a trading office.
A liaison cannot sell or invoice. Upgrade to branch or company before trading.
Weak board and resolution practice.
Keep tight corporate records. They protect you during audits or disputes.
Confirm sector eligibility and choose structure.
Prepare the investment plan and ownership chart.
Assemble KYC and charter documents.
Draft MoA and AoA with compliant scope.
File for FDI approval, if required.
Reserve your company name.
File incorporation at OCR and obtain the certificate.
Register for PAN and VAT where applicable.
Secure the ward business license and company stamp.
Open your corporate bank accounts.
Sign office lease and basic vendor contracts.
Hire accountant and begin statutory books.
Set up payroll, HR policies, and social security.
Apply for visas and work permits as needed.
Launch operations with a compliance calendar.
| Month | Milestone |
|---|---|
| 1 | Incorporation, PAN, VAT (if needed), ward license, bank accounts |
| 2 | Accounting system live, invoice templates, basic policies |
| 3 | First tax withholdings and filings where applicable |
| 6 | Mid-year compliance review and board meeting |
| 9 | Tax estimates, audit planning, inventory or asset checks |
| 12 | Year-end close, audit, annual returns, license renewals |
How can a foreign company register a business in Nepal?
Obtain foreign investment approval if required, reserve a name, draft MoA and AoA, and file with the Office of the Company Registrar. After incorporation, secure PAN, VAT if needed, and a ward business license before trading.
What documents do I need to incorporate?
MoA, AoA, IDs or passports of promoters, board resolutions, office lease or consent, power of attorney for local representative, and investment approvals where applicable. For branches or liaisons, add parent company charters and translations.
How long does the process take?
Name and company registration can complete in about a week once documents are ready. If foreign investment approval is needed first, plan several months end-to-end including all filings and local licenses.
What is the minimum capital?
A private limited may start with modest paid-up capital, but foreign investment thresholds apply in many cases. Public companies require higher minimums. Plan capital to match sector norms and licensing needs.
Can foreigners own 100% of a Nepali company?
Yes, in most open sectors. Some activities are restricted or require joint ventures. Always verify your sector, then structure shareholding accordingly and obtain the required approvals.