Starting a venture in Nepal begins with one decisive step. Business registration in Nepal happens at the Office of the Company Registrar, known as the OCR. The OCR is the statutory authority for company incorporation under the Companies Act 2063 (2006). It issues your certificate, assigns a registration number, and records your directors and capital. Getting this right sets up tax, banking, and compliance with ease.
The OCR is the single corporate registry for Nepal. It governs entity creation, corporate records, and annual filings. It enforces the Companies Act 2063. It also coordinates with other bodies after incorporation. Those bodies include the Department of Industry, the Investment Board Nepal, the Inland Revenue Department, and the Nepal Rastra Bank.
Foreign investment is governed by FITTA 2019. This law covers investment approvals, technology transfer, and repatriation. The Nepal Rastra Bank oversees foreign currency inflows and repatriations. The Inland Revenue Department issues PAN and handles VAT. Together, these authorities complete the full setup.
Key legal anchors to know
Companies Act 2063 (2006): incorporation, governance, filings, penalties.
Foreign Investment and Technology Transfer Act 2019: FDI approvals and conditions.
Income Tax Act 2058 (2002): corporate income tax and withholding.
Labor Act 2074 (2017): employment contracts and benefits.
Social Security Act 2074 (2017): fund registration and contributions.
These statutes create the legal pathway from incorporation to operations.
The registration starts with the OCR. The OCR’s headquarters are in Tripureshwor, Kathmandu. The OCR also operates an online system to reserve a company name and file incorporation forms. Foreign companies can use either a local subsidiary or a branch registration. A liaison office is possible when you need a non-commercial presence.
Common synonyms you will see
Company incorporation in Nepal
OCR Nepal registration
Commercial registration Nepal
Foreign direct investment approval
Subsidiary, branch, or liaison office set-up
These phrases all point to the same journey, but with different paths.
Your choice determines speed, cost, tax profile, and control. Pick the vehicle that aligns with business goals, not only upfront cost.
A private limited company is the standard choice for operating businesses. It allows up to 101 shareholders. It offers limited liability. It can be 100% foreign owned if the sector is open to FDI.
Pros
Full operating capability in Nepal.
Clean separation from the foreign parent.
Easy to raise private capital and onboard investors.
Cons
Requires FDI approval for foreign ownership.
Requires Nepali translations of documents.
Board and filings must follow Companies Act rules.
A public company suits larger capital raises. It has higher compliance. It can list shares to the public after meeting conditions.
Pros
Access to public investors later.
Strong credibility for regulated sectors.
Cons
Higher minimum capital.
Heavier governance and audits.
A branch extends the foreign parent into Nepal. It can conduct revenue activities if allowed by sector laws.
Pros
Uses the foreign parent’s identity and track record.
Suitable when the parent wants tighter control.
Cons
Often seen as less independent by banks and partners.
Profit repatriation and compliance can be more technical.
A liaison office is a contact point only. It cannot generate revenue in Nepal. It is good for market research and coordination.
Pros
Faster setup when you do not sell locally.
Lower ongoing compliance.
Cons
No invoicing or revenue allowed.
Must convert to a branch or company to trade.
| Feature | Branch Office | Liaison Office | Subsidiary (Private Ltd.) |
|---|---|---|---|
| Legal status | Extension of foreign parent | Non-commercial representative | Separate Nepalese legal entity |
| Commercial activity | Allowed if sector permits | Not allowed | Fully allowed in permitted sectors |
| FDI approval | Usually required if foreign-owned activities | Usually not, since non-commercial | Required for foreign ownership |
| Tax profile | Corporate tax applies to Nepal profits | No profit tax (no revenue) | Corporate tax per sector rules |
| Control | Direct control by parent | Direction by parent | Board controls the Nepal entity |
| Banking | Operates via local account | Operates for expenses only | Full banking with capital account |
| Ideal use case | Contract delivery or services continuity | Market study and partner meetings | Long-term operations and growth |
Follow this path for a foreign-invested private limited company. Adjust for a branch or liaison office as noted.
Confirm sector openness and thresholds
Check if your sector is open under FITTA 2019 and related schedules. Some sectors are restricted. Minimum FDI thresholds apply to total investment. Policy updates can change these amounts.
Choose the entity type
Pick between subsidiary, branch, or liaison. Decide on authorized capital, board structure, and shareholding.
Reserve a company name at the OCR
Propose more than one option to save time. Use a distinctive name that fits Nepali naming rules.
Draft MOA and AOA in Nepali
Prepare the Memorandum and Articles in Nepali language. Align objects with your sector approval. Keep your objects clear and specific.
Document your foreign investment
Prepare a board resolution from the parent company. Authorize investment and the Nepal setup. Include a power of attorney for the local attorney or representative.
Legalize and translate foreign documents
Apostille or consularize parent documents. Translate to Nepali by a certified translator. Notarize the translations in Nepal.
Apply for FDI approval
Submit the investment proposal to the Department of Industry or the Investment Board Nepal, depending on project size. Include technical agreements if any technology transfer is involved.
Open a capital account and remit funds
Comply with Nepal Rastra Bank rules. Remit the approved investment through formal banking channels. Keep swift messages and bank advice slips.
File incorporation with the OCR
Submit forms, MOA, AOA, FDI approval letters, identity documents, and office address proof. Pay the government fee based on authorized capital.
Receive the certificate of incorporation
The OCR issues the registration number and certificate when documents are complete. This establishes your legal existence in Nepal.
Register for PAN and VAT
Register the company with the Inland Revenue Department. PAN is mandatory. VAT is required if you meet turnover thresholds or your sector requires it.
Register with the Social Security Fund
Register when you hire employees. Contribute as per the Social Security Act.
Obtain local municipal approvals
Get a local operating permit if required by the municipality or ward office.
Set up statutory registers and governance
Create share registers, minute books, and board resolutions. Prepare internal policies that align with labor and tax laws.
For a foreign-owned subsidiary
Proposed MOA and AOA in Nepali
FDI approval decision and terms
Parent company certificate of incorporation
Parent MOA and AOA or charter
Board resolution approving investment
Power of attorney to local representative
Passports and photos of directors and shareholders
Registered office lease or address proof
Bank reference or capital deposit evidence
KYC forms and beneficial ownership details
Nepali translations and notarizations for all foreign documents
For a branch office
Parent incorporation and charter documents
Board resolution to open a branch in Nepal
Details of branch activities in Nepal
Appointment of local authorized representative
Sectoral approvals where applicable
Nepali translations, notarizations, and legalizations
For a liaison office
Parent incorporation documents
Board resolution establishing a liaison office
Undertaking to avoid commercial activities
Local address and representative appointment
Translations, notarizations, and legalizations
Timelines vary with document readiness and sector. These ranges are typical for a well-prepared file:
Name reservation: two to three working days
FDI approval: one to three weeks, depending on size
OCR incorporation: one to two weeks after approvals
PAN and VAT: three to seven working days
Social Security registration: one to three working days
Complex projects can take longer. Delays usually arise from missing translations or incomplete FDI submissions.
Government fees depend on authorized capital and entity type. Expect higher fees as authorized capital grows. There are also minor stamp duties on certain filings.
Plan for these cost buckets
OCR incorporation fee tied to authorized capital
Notary, translation, and legalization costs
Investment approval processing costs
Post-incorporation filings and municipal license fees
Professional fees for legal, tax, and compliance support
Keep a contingency for extra translations, director changes, or revised objects.
Corporate income tax: A standard rate applies for general sectors. Certain industries have different rates. Incentives can apply for priority sectors.
Withholding tax: Applies on certain payments and cross-border services.
VAT: Applied to taxable supplies. Credit rules and filing cycles are set by the VAT law.
Repatriation: Dividends and capital can be repatriated after audited accounts and tax clearance. Nepal Rastra Bank procedures apply.
Banking: Maintain a capital account for FDI. Keep documentation for each inflow. Use formal channels for equity and loans.
Compliance keeps your company in good standing.
Core items
Hold annual general meetings on time.
File annual returns and financial statements with the OCR.
Maintain board minutes and statutory registers.
Update the OCR on changes to directors, capital, or address.
File taxes per the Income Tax Act and VAT law.
Register and contribute to the Social Security Fund for employees.
Sector-specific
Obtain licenses for regulated sectors like finance, health, education, or telecom.
File environmental or local business permits if your factory is outside Kathmandu Valley.
Secure an import-export code if you trade goods across borders.
Start translations early. Legal Nepali takes time to finalize.
Align MOA objects with your approved FDI scope.
Keep director passport details consistent across all forms.
Prepare a clear shareholding structure and beneficial owner list.
Open the right bank accounts for FDI inflows.
Keep SWIFT and bank advice slips for every remittance.
Reserve a backup company name to avoid resubmission.
Use a local address that can receive official letters easily.
Record every board decision with precise wording.
Plan for VAT and PAN as soon as the certificate is issued.
Most filings are processed centrally at the OCR in Kathmandu. Many foreign teams work from Kathmandu for banking and notary ease. Factory sites often sit outside the valley for industrial zoning. Municipal processes vary, so plan for local permit lead times. Regional banks may ask for extra KYC when directors live abroad.
EEAT is more than links. It is clear sourcing and accuracy.
Laws and rules: Companies Act 2063, FITTA 2019, Income Tax Act 2058, Labor Act 2074, Social Security Act 2074.
Authorities: Office of the Company Registrar, Department of Industry, Investment Board Nepal, Inland Revenue Department, Nepal Rastra Bank.
Policy facts: Minimum FDI thresholds, translation and notarization requirements, and repatriation rules exist and change over time. Always verify the current thresholds, fee slabs, and filing templates before submission.
Quoting the correct statute names, years, and authorities supports trust. It also helps your legal and compliance teams validate every claim.
Where do I register a company in Nepal?
At the Office of the Company Registrar in Kathmandu. The OCR registers private and public companies, and also records branch and liaison offices. It issues the certificate of incorporation and maintains the official company file.
Can a foreign company own 100% of a Nepal company?
Yes, if the sector is open to FDI and you meet the minimum investment threshold. You must obtain FDI approval and follow Nepal Rastra Bank rules for capital inflows and repatriation.
How long does incorporation usually take?
A well-prepared private limited file often completes in one to two weeks after FDI approval. Extra time is needed for translations, sector approvals, and banking documentation.
What is the difference between a branch and a subsidiary?
A branch is an extension of the parent company. A subsidiary is a separate Nepalese company. A subsidiary offers limited liability and greater local credibility for contracts and banking.
Which taxes should I plan for after registration?
Plan for corporate income tax, withholding on certain payments, and VAT if applicable. Repatriations need audited accounts and tax clearance. The Nepal Rastra Bank sets the currency procedures.