If you are planning business registration in Nepal, you want real numbers, realistic timelines, and a clear process. This expert guide explains each step in plain English. It covers fees, FDI approvals, banking, taxes, payroll, and ongoing compliance. Use it as a working checklist for your team. The goal is simple: register fast, stay compliant, and scale with confidence.
Primary registrar: Office of the Company Registrar (OCR).
FDI regime: Foreign Investment and Technology Transfer Act 2019 (FITTA 2019).
FDI authorities: Department of Industry (DOI) for most cases; Investment Board Nepal (IBN) for very large or strategic projects.
Central bank: Nepal Rastra Bank (NRB) manages foreign investment recording and repatriation.
Tax: Inland Revenue Department (IRD) issues PAN and VAT; online filings are standard.
Labour & social protection: Social Security Fund (SSF) employer enrollment is mandatory when you hire.
Plain-English rule of thumb: Incorporate at OCR, secure FDI approvals, bring capital through banks, record investment with NRB, register taxes with IRD, and enroll in SSF. Keep board minutes and banking evidence tidy to repatriate later.
When to use: Full operations, invoicing, hiring, and local scale.
Ownership: Up to 100% foreign ownership unless restricted.
Pros: Familiar structure, limited liability, broad activity scope.
Cons: Full compliance stack from day one.
When to use: Executing a contract, projects in regulated sectors, or when continuity with the parent is important.
Pros: No separate share capital; recognized extension of the parent.
Cons: Activities limited to approved scope; reporting can be heavier.
When to use: Market development, coordination, or promotion.
Pros: Narrow objectives and lighter operations.
Cons: No commercial revenue; expense-remittance model only.
When to use: Sector benefits or local know-how are essential.
Pros: Access to distribution, licenses, or local land and logistics.
Cons: Governance and exit rights need careful drafting.
Government fees depend on authorized capital and filing choices. Professional and banking costs vary by complexity and deadlines. The table below shows indicative ranges that most foreign teams can use for budgeting.
| Authorized capital (NPR) | OCR registration fee (NPR) |
|---|---|
| Up to 100,000 | 1,000 |
| 100,001 – 500,000 | 4,500 |
| 500,001 – 2,500,000 | 9,500 |
| 2,500,001 – 10,000,000 | 16,000 |
| 10,000,001 – 20,000,000 | 19,000 |
| 20,000,001 – 30,000,000 | 22,000 |
| 30,000,001 – 40,000,000 | 25,000 |
| 40,000,001 – 50,000,000 | 28,000 |
| 50,000,001 – 60,000,000 | 31,000 |
| 60,000,001 – 70,000,000 | 34,000 |
| 70,000,001 – 80,000,000 | 37,000 |
| 80,000,001 – 90,000,000 | 40,000 |
| 90,000,001 – 100,000,000 | 43,000 |
Notes: Higher capital bands apply progressively above NPR 100 million. Public companies follow separate scales. Fees can change; confirm at filing.
Name reservation: nominal fee.
PAN issuance: no fee; small portal charges may apply.
VAT registration: no fee; site verification may be triggered.
SSF employer enrollment: no fee; contributions begin when payroll starts.
NRB FDI recording: bank and documentation handling costs may apply.
| Cost head | Typical range (NPR) | What’s included |
|---|---|---|
| Legal drafting (MOA/AOA, resolutions) | 60,000–150,000 | Tailored MOA/AOA, board minutes, power of attorney |
| Translations & notarizations | 20,000–80,000 | Certified translations, notary fees, attestations |
| Filing & representation | 40,000–120,000 | OCR filings, responses, amendments |
| Banking & KYC support | 25,000–60,000 | Account opening, KYC packs, liaison with bank |
| FDI & NRB advisory | 60,000–180,000 | DOI/IBN strategy, NRB recording, repatriation setup |
| Company seal & stationery | 5,000–15,000 | Seal, share certificates, registers |
| Premises readiness (for VAT) | 0–50,000 | Signage, layout, basic compliance artifacts |
Budget example: A straightforward FDI-owned private limited often budgets NPR 150,000–350,000 for professional and incidental costs, excluding office rent, payroll, and sector licenses.
The fastest clean projects close in 2–4 weeks from file-ready to tax setup. Complex cases or bank processes can extend this. Plan buffers around bank KYC, translations, and sector NOCs.
Name reservation & document prep: 1–3 business days.
FDI approval (DOI or IBN): 3–10 business days for standard sectors; more for large/regulated projects.
OCR incorporation: 3–5 business days after complete filing.
PAN registration: 1–3 business days post-incorporation.
VAT registration (if applicable): 3–7 business days; site visit may apply.
Bank account opening & capital remittance: 3–10 business days depending on bank.
NRB FDI recording: 2–5 business days after remittance documents are complete.
SSF employer enrollment: 1–3 business days after tax setup.
Pro tip: Prepare full KYC sets early, including legalized corporate documents, to prevent last-minute delays.
Decide between subsidiary, branch, liaison, or JV.
Map your activity to the permitted scope and licensing regime.
Confirm sector eligibility under FITTA 2019.
For corporate shareholders: Certificate of incorporation, constitutional documents, board resolution, power of attorney, beneficial ownership declaration.
For individual shareholders/directors: Passport, photos, address proof, CV or profile, tax ID if available.
For the local company: Draft MOA/AOA, proposed address, sector description, shareholding pattern.
Legalize and translate documents where required.
Check availability and reserve on the OCR e-portal.
Align the proposed name with activities and trademarks.
Most sectors go through DOI. Very large or strategic projects may be under IBN.
Prepare investment plan, share subscription, and any technology transfer agreements.
Respond to queries quickly to keep the clock moving.
File forms, MOA/AOA, and resolutions.
Pay the applicable OCR fee according to the capital slab.
Receive the Certificate of Incorporation and company number.
Open local currency and, if needed, foreign currency accounts.
Remit capital via banking channels. Keep SWIFT and credit advice.
Ensure the sender matches the approved investor.
Submit bank documents and corporate approvals.
Obtain evidence of investment recording.
This step is essential for future repatriation.
Register with the IRD system for PAN.
Register VAT if your activity or thresholds require it.
Prepare premises evidence and contact details.
Enroll the company as employer.
Onboard employees and begin contributions on time.
Identify sector regulators early.
Align licence scope with the MOA and FDI approval.
Approve signatories.
Implement payroll and accounting systems.
Set monthly tax and SSF calendars.
Schedule board and shareholder actions.
Prepare for audit, annual return, and AGM.
Keep your statutory registers up to date.
Certificate of incorporation and legal status
Constitution or articles
Board resolution to invest
Power of attorney to local representative
Beneficial ownership declaration
Authorized signatories list
Passport bio page
Recent photo
Address evidence
CV or profile
Tax ID (if available)
MOA and AOA drafts aligned to business scope
Proposed registered address and lease or consent
Capital structure and share allocation
Director list and authority matrix
Board approval for capital remittance
SWIFT message and bank credit advice
FDI approval letter and incorporation certificate
NRB investment recording form and bank KYC
PAN certificate
VAT registration (if required)
SSF employer code
Payroll policy, TDS calendar, and employee SSF onboarding
Foreign investment must enter Nepal through banking channels in convertible currency. Keep every document from day one. That includes SWIFT, credit advices, and board decisions. Record the investment with NRB as soon as the funds arrive. Proper NRB recording enables clean dividend and capital repatriation later. When you repatriate, you will also need tax clearance, audited financials, and board approvals.
Simple repatriation playbook:
Maintain accurate share registers and audited accounts.
Approve dividends through board and shareholder actions.
Obtain tax clearance for the distribution.
Submit NRB forms and bank documentation.
Execute remittance through authorized banks.
Corporate income tax (CIT): Rate depends on sector and incentives. File returns on time.
Withholding tax (WHT): Applies to dividends, services, rent, and cross-border payments.
VAT: Charge VAT where required. File periodic returns.
Payroll and SSF: Deduct TDS, deposit SSF contributions, and maintain employee files.
Company law filings: AGM, annual returns, audited accounts, director changes, and any MOA/AOA amendments.
Records: Keep minute books, statutory registers, and share certificates current.
Set a monthly “compliance day.” Close books, file returns, and update registers on the same date every month.
| Goal | Private limited subsidiary | Branch office | Liaison office |
|---|---|---|---|
| Earn local revenue | Yes | Within approved scope | No |
| Hire staff directly | Yes | Yes | Limited (admin only) |
| Access incentives | Often eligible | Case-by-case | No |
| FDI approval needed | Yes | Yes | Yes |
| Tax registrations | PAN, VAT as needed | PAN, VAT as needed | PAN only |
| Best for | Full operations and scale | Contract execution or projects | Market development and PR |
| Scenario | Government fees (NPR) | Professional & incidentals (NPR) | Bank & NRB (NPR) | Estimated timeline |
|---|---|---|---|---|
| Lean startup FDI (low capital, standard sector) | 1,000–9,500 | 150,000–220,000 | 25,000–45,000 | 2–3 weeks |
| Standard FDI (mid capital, VAT, payroll) | 9,500–22,000 | 200,000–350,000 | 35,000–60,000 | 3–4 weeks |
| Regulated project (sector licences, site checks) | 16,000–43,000+ | 300,000–600,000 | 50,000–90,000 | 4–8 weeks |
Notes: Ranges exclude office rent, payroll, security deposit, and equipment. Add translation surcharges for multi-country shareholder packs.
Wrong entity choice. Align structure, tax, and licence strategy from day one.
Under-documented remittance. Keep SWIFT and board approvals for NRB recording and future repatriation.
Narrow MOA. Ensure it covers planned revenue lines and licences.
Skipping VAT when required. Check activity and threshold triggers.
Late SSF onboarding. Enroll employer first, then employees.
No compliance calendar. Missed filings create avoidable penalties.
Choose the entry route and confirm sector eligibility.
Assemble KYC and legalize documents early.
Reserve the company name.
Secure FDI approval through DOI or IBN.
Incorporate at OCR and pay the capital-based fee.
Open bank accounts; remit and record capital with NRB.
Obtain PAN and VAT as required.
Enroll in SSF and start payroll.
Secure sector licences and permits.
Start operations and implement a monthly compliance day.
1) How long does business registration in Nepal take in 2025?
Most clean projects complete in 2–4 weeks from file-ready to PAN or VAT. Bank KYC, translations, or sector licences can extend this. Strong preparation shortens the path.
2) Can a foreign company own 100% of a Nepali subsidiary?
Yes, unless a sector is restricted. FITTA 2019 sets the framework. Confirm eligibility for your activity before filing.
3) What official fee should I expect at OCR?
Fees depend on authorized capital. For example, low capital may pay NPR 1,000, while NPR 100 million pays NPR 43,000. Higher slabs increase progressively.
4) Can I repatriate dividends and capital?
Yes. You must record the investment with NRB, maintain audited accounts, obtain tax clearance, and remit through banks. Keep SWIFT and board approvals.
5) Do I need Social Security registration?
Yes. Employers must enroll with the Social Security Fund and register employees. Contributions begin when staff join.