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How to Register an IT/Consulting/Trading Business in Nepal

Written by Vijay Shrestha | Sep 10, 2025 4:49:36 AM

Business registration in Nepal is an important step for foreign companies planning to enter South Asia. The country’s economy is opening up, and IT, consulting, and trading firms are gaining strong traction. If you are exploring company formation in Nepal, this guide explains the entire process in detail—from approvals and incorporation to tax registration and compliance. By the end, you’ll know exactly how to register your business in Nepal and operate successfully.

Why Do Business in Nepal?

Nepal is strategically located between India and China, two of the world’s largest markets. The government is actively encouraging foreign investment through incentives, one-stop approval services, and gradual liberalization of business laws.

Key benefits for foreign investors include:

  • Competitive labor costs with a skilled young workforce.

  • Tax incentives for IT and export-oriented companies.

  • Growing demand for consulting and professional services.

  • Improved infrastructure for digital and cross-border trade.

Some sectors are restricted, such as retail trading, media, and certain consultancy services. Always confirm that your business category is eligible before beginning registration.

Business Structures Available for Foreign Investors

Foreign companies can choose among three main structures:

1. Private Limited Company (Subsidiary)

  • Separate legal entity under the Companies Act.

  • Up to 100% foreign ownership allowed in IT and many service sectors.

  • No fixed minimum capital for IT companies.

  • Full operational freedom: hiring staff, invoicing, and revenue generation.

2. Branch Office

  • Extension of the foreign parent company.

  • No separate legal status.

  • Can operate in the same activities as the parent.

  • Requires sectoral approval (e.g., from relevant ministries).

3. Liaison Office

  • Set up for market research, promotion, or communication.

  • No commercial or profit-generating activities.

  • Simple registration process.

  • Useful for testing the market before full entry.

Comparison Table: Business Structures in Nepal

Business Form Ownership Capital Requirement Legal Status Activities Allowed
Private Limited Company Up to 100% (allowed) None for IT; varies by sector Separate entity Full operations
Branch Office 100% (parent) None Part of parent Same as parent’s business
Liaison Office 100% (parent) None Part of parent Non-commercial, liaison only

Step-by-Step Business Registration Process

Follow these steps to register your IT, consulting, or trading business in Nepal:

  1. Confirm eligibility & get approval
    Check that your industry is open to foreign investment. Apply to the Department of Industry or the Investment Board for foreign investment approval.

  2. Reserve a company name
    Submit name options to the Office of Company Registrar (OCR) for approval.

  3. Prepare incorporation documents
    Draft the Memorandum and Articles of Association. Collect passports of foreign directors, citizenship of Nepali directors, office lease agreements, and bank credibility certificates.

  4. Submit to OCR
    File all documents with OCR. Once approved, receive the Certificate of Incorporation.

  5. Register locally
    Obtain a municipal or ward office registration certificate within 35 days of starting business.

  6. Tax registration
    Apply for a Permanent Account Number (PAN). Register for VAT if applicable. Trading companies also need customs and import/export codes.

  7. Open a corporate bank account
    Inject paid-up capital and report foreign currency inflows to Nepal Rastra Bank.

  8. Industry-specific licenses
    Trading firms need a trade license and an EXIM code. IT firms may register for export incentives.

Bulleted Checklist of Required Documents

  • Company name reservation form.

  • Memorandum & Articles of Association (MOA/AOA).

  • Director IDs (passports/citizenship).

  • DOI approval letter (for foreign investors).

  • Bank credibility certificate.

  • Proof of office address (lease agreement).

  • Power of attorney for authorized representative (if any).

Government Fees by Capital

Authorized Capital (NPR) 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
Above 100,000,000 +30 per extra 100,000

Sector-Specific Notes

IT & Software

  • 100% foreign ownership permitted.

  • Export revenues may be eligible for tax exemptions.

  • No minimum capital required for IT companies.

Consulting

  • Some consulting sectors cap foreign ownership at 49%.

  • A joint venture with a Nepali partner may be required.

Trading

  • Requires trade license and EXIM code.

  • Certain activities need minimum capital and bank guarantees.

  • Majority Nepali ownership often required for pure trading.

Timelines and Costs

  • OCR incorporation: 1–2 weeks.

  • Local registration: A few days.

  • Tax setup: 3–5 days.

  • Trading licenses/EXIM: 1–2 months.

Government fees depend on capital (see table above). Professional advisory fees are additional.

Compliance After Registration

  • File annual returns and financial statements with OCR.

  • Maintain accurate share registers.

  • Report foreign investment inflows to the central bank.

  • Stay current with labor, tax, and industry regulations.

Frequently Asked Questions

What are the main steps to register a business in Nepal?
Obtain foreign investment approval, reserve a name, prepare incorporation documents, register at OCR, complete local and tax registrations, and secure industry-specific licenses.

How long does company registration take in Nepal?
OCR usually issues a certificate within 7–10 business days. Full setup, including tax and local registration, takes 4–6 weeks.

Can foreigners own 100% of an IT company in Nepal?
Yes. IT and software companies are open to 100% foreign ownership once DOI approval is granted.

Do foreign investors always need a Nepali partner?
No. A local partner is only required in restricted sectors like retail and some consulting fields.

What documents are needed for company registration?
MOA/AOA, director IDs, DOI approval letter, bank certificate, proof of address, and application forms.