Documents Required for Business Registration in Nepal

If you plan business registration in Nepal, the fastest wins come from paperwork readiness. Accurate documents reduce queries, cut rework, and speed up approval. This guide gives a practical, updated checklist for foreign companies and local promoters. You will see what to prepare, how to file, and what to expect after incorporation. We keep sentences short and steps simple. Let’s get your file right the first time.

Image alt text suggestion: Business registration in Nepal documents checklist on a desk with stamps and IDs.

What this guide covers

• Updated documents for private, public, branch, and liaison registration

• Step-by-step filing flow with who prepares what

• A comparison table to choose the right route

• Post-registration items: tax, banking, and statutory books

• FAQs with concise, practical answers

Updated Document Checklist for Business Registration in Nepal

Below are the core documents you will prepare for OCR (Office of the Company Registrar) and other federal bodies. Tailor the list to your entity type and shareholding mix.

Private Limited Company (most common)

Promoters and directors

• Passport or citizenship copy of each promoter and director

• Recent passport-size photographs

• Contact details: mobile, email, and current address

• Director consent letters and specimen signatures

• If a corporate shareholder: certificate of incorporation, charter, board resolution, and authorized signatory proof, all notarized

Company charter and governance

• Draft Memorandum of Association (MoA)

• Draft Articles of Association (AoA)

• Proposed capital structure and shareholding split

• Proposed registered office address

• Board resolution authorizing incorporation and signatories (if promoters are corporate entities)

Registered office evidence

• Office lease agreement or property ownership proof

• Landlord citizenship copy or organization registration proof

• Utility bill for address verification (recent)

Declarations and forms

• Application for name approval with proposed names

• Application for incorporation, signed by authorized person

• Affidavits and self-declarations required by OCR

• Power of Attorney if a representative files on your behalf

Tax and banking readiness

• Promoters’ personal PAN (if applicable)

• Draft bank introduction letter template for post-incorporation account opening

• Draft share capital deposit plan and board approval wording

Public Limited Company

• All documents listed for a private company, plus:

• Minimum number of promoters as per law

• Prospectus or information memorandum outline (if planning public offering later)

• Enhanced governance policies: audit committee terms and financial reporting calendar

• Company secretary eligibility documents and appointment consent

• Internal control and risk policy statements (brief, board-approved)

Non-Profit (Profit Non-Distributing) Company

• Founders’ IDs and photos

• MoA and AoA with non-distribution clause

• Board governance structure and conflict-of-interest policy

• Program objectives and funding plan

• Undertaking that surpluses remain within the entity for stated objectives

Documents for Foreign-Invested Companies (Nepal-incorporated)

When foreign individuals or companies hold shares in a Nepal-incorporated company, add the following to the private/public lists:

• KYC of foreign promoters: passport copies, photos, and residential address proof

• Corporate investor file: certificate of incorporation, constitutional documents, and board resolution authorizing investment

• Authorized signatory evidence: incumbency or power of attorney naming the signatory

• Investment source declaration: simple note on lawful fund origin and transfer method

• Translations: certified English or Nepali translations where originals are in other languages

• Inbound remittance plan: bank advice template and share subscription steps for FDI reporting

Documents for a Branch Office of a Foreign Company

A branch allows a foreign company to carry out activities in Nepal aligned with its parent business.

Corporate documents

• Parent company certificate of incorporation and charter

• Board resolution approving the Nepal branch

• Good-standing or recent extract from home registry (if available)

• List of directors and senior officers with addresses and nationalities

Local representation and office

• Appointment letter or power of attorney for the Nepal representative

• Nepal office lease agreement or premises proof

• Representative’s ID, photos, and contact details

Business plan and declarations

• Nepal activity description aligned with the parent’s objects

• Estimated transaction volumes and staffing plan

• Proposed start date of operations

• Declarations that information is true and complete

• Certified translations if originals are in languages other than English or Nepali

Documents for a Liaison (Representative) Office

A liaison office conducts non-commercial liaison, research, or promotion. It does not trade or earn income in Nepal.

Core file

• Parent company incorporation certificate and charter

• Board resolution establishing a liaison office in Nepal

• Authorized signatory appointment and power of attorney

• Director and officer list with addresses and nationalities

Local setup

• Nepal liaison office address and lease agreement

• Local representative details and ID

• Activity plan limited to non-commercial objectives

• Start date and reporting commitments

Assurances

• Undertaking not to conduct revenue-generating activities in Nepal

• Annual reporting and renewal undertakings as required

Step-by-Step: Filing Flow You Can Follow

1. Name reservation
   Prepare three to five options. Confirm that the name is unique and meets format rules.

2. Charter drafting
   Finalize MoA and AoA. Keep objects precise and lawful.

3. Document collation
   Collect IDs, photos, lease, and corporate approvals. Check spellings and dates.

4. Translations and notarization
   Translate foreign documents. Notarize where required. Combine into a clean PDF set.

5. Application submission
   Complete online forms. Upload all pages in correct order. Use consistent file naming.

6. Fee payment and verification
   Pay statutory fees. Keep the receipt and reference number. Respond to queries quickly.

7. Certificate issuance
   Track status. Download the registration certificate after approval.

8. Tax registration
   Apply for PAN. Add VAT if you meet the threshold or your sector requires it.

9. Bank account and capital
   Open a corporate account. Deposit share capital as per the charter and board approval.

10. Statutory books and seals
    Prepare share register, minute books, and company seal if you use one.

11. Operational readiness
    Draft initial board resolutions. Approve signatories, bank mandates, and the compliance calendar.

Comparison Table — Choose the Right Route

Numbered Mini-Checklist to Pack Your File

1. MoA and AoA finalized and signed

2. Promoter and director IDs with matching spellings

3. Corporate investor approvals and power of attorney

4. Office lease with utility bill and landlord ID

5. Application forms and declarations completed

6. Clean, legible scans and certified translations

7. Single source of truth folder for all PDFs

Common Mistakes That Slow Files

• The MoA objects are vague or too broad

• Promoter names vary across IDs and forms

• Lease address and application address do not match

• Missing board resolution for a corporate investor

• Untranslated pages or partial scans

• Wrong signatory signs the forms

• No clear post-incorporation plan for PAN, bank, and books

Post-Registration: What Comes Next

Tax and accounts

• Apply for PAN. Register for VAT where required.

• Set accounting policies and a monthly close schedule.

• Prepare an annual audit plan where applicable.

Banking and controls

• Approve bank signatories and limits by board resolution.

• Implement dual control for payments and vendor onboarding.

• Document related-party policies early.

Corporate housekeeping

• Maintain share register and minute books from day one.

• File changes in directors, address, or capital promptly.

• Calendarize annual filings and tax deadlines.

Timelines and Practical Expectations

• Name reservation is usually quick if unique.

• Incorporation moves fast when documents are complete and consistent.

• PAN and bank account setup follow soon after certificate issuance.

• Build in buffer time for translation, notarization, and corporate approvals.

• Sectors with special licensing may add lead time. Plan early.

EEAT Reinforcement: Sources and Statutes You Should Know

• Companies Act, 2063 (2006) — governs incorporation, governance, and reporting

• Foreign Investment and Technology Transfer Act, 2019 — frames foreign investment entry and approvals

• Industrial Enterprises Act, 2020 — sector incentives and industrial provisions

• Income Tax Act, 2058 (2002) and Value Added Tax Act, 2052 (1996) — core tax laws

• Office of the Company Registrar — name reservation, filings, certificates

• Inland Revenue Department — PAN, VAT, and tax administration

(Note: This guide references the above laws and authorities. It is general information and not legal advice.)

Frequently Asked Questions

1) What documents are required to register a private company in Nepal?
MoA and AoA, IDs and photos of promoters and directors, lease and utility bill for office address, landlord ID, signed forms and declarations, and power of attorney if a representative files. Include corporate investor approvals where a company is a shareholder.

2) What extra documents are needed if foreign investors hold shares?
Add passport and address proof for each foreign promoter, corporate investor incorporation documents, a board resolution authorizing investment, authorized signatory evidence, translations, and a simple fund-source declaration.

3) What is required to register a foreign branch office in Nepal?
Parent incorporation certificate and charter, board resolution, Nepal representative appointment and power of attorney, director list, Nepal office lease, activity plan, start date, and declarations. Provide certified translations where needed.

4) Can a liaison office earn revenue in Nepal?
No. A liaison office does not trade or earn income. It conducts promotion, coordination, or research. If you plan commercial activity, choose a branch or a Nepal-incorporated company instead.

5) How long does company registration take once I submit documents?
Timelines vary with completeness and sector. Many files complete quickly when documents are accurate, names match across IDs, and translations are certified. Build buffer time for reviews and any clarifications.