Business registration in Nepal does not end at incorporation. The work begins after the certificate arrives. Foreign founders must switch fast from paperwork to operations. Your next 90 days set financial, tax, and HR hygiene. They also secure repatriation rights and investor confidence. This guide gives a detailed plan. It covers PAN and VAT, payroll and Social Security Fund, NRB steps for FDI, ward registration, accounting, audit, and annual returns. You also get a ready-to-run checklist, mistakes to avoid, and a team ownership matrix.
Hold a board meeting. Approve signatories and policies.
Open a corporate bank account. Prepare KYC and specimen signatures.
Create statutory registers. Members, directors, charges, and minutes.
Start share certificate drafts. Issue within two months of allotment.
Set your accounting system. Define chart of accounts and controls.
Apply for PAN with the Inland Revenue Department.
Assess VAT registration. Standard rate is 13 percent.
Register at your Local Ward for business tax.
Prepare workplace compliance. Display mandatory notices.
Register in the Social Security Fund (SSF).
Enroll employees and set monthly deposit workflows.
Check minimum wage compliance and benefits.
Finalize employment contracts, HR policies, and a leave calendar.
Record inward capital via banking channels.
Update share allotment and registers.
File NRB forms and evidence for repatriation rights.
Confirm sector eligibility under FITTA rules.
Close your first quarter accounts.
Configure VAT returns if registered.
Build the AGM and annual return timeline.
Prepare an internal compliance review and risk fixes.
Primary keyword appears here: Business registration in Nepal requires tax identity first.
PAN is the tax identity for every company.
File with firm details, directors, and address.
Keep the PAN certificate in your compliance pack.
Map PAN to your bank, payroll, and e-filing profile.
VAT rate is 13 percent.
Some sectors must register regardless of turnover.
Cross-border e-services have separate rules.
Voluntary VAT can improve B2B credibility.
Plan invoices and input tax credit tracking early.
Adopt serial-controlled invoices and credit notes.
Keep tax codes inside your accounting system.
Archive purchase bills and import documents.
Reconcile VAT ledgers monthly.
Default total contributions equal 31 percent of basic.
Standard split is 20 percent employer and 11 percent employee.
Pay by the 15th of the following month.
Keep challans, employee wise schedules, and reconciliations.
Align job offers with SSF eligible salary components.
Track the current national minimum wage.
Update salary letters and HRIS when rates change.
Define allowances and overtime rules.
Publish a leave policy that matches legal baselines.
Issue written contracts for every employee.
Include duties, confidentiality, and IP clauses.
Define probation, notice, and termination procedures.
Document grievance handling and disciplinary steps.
Translate key policies where helpful.
Remit capital through regulated banking channels.
Keep SWIFT messages and bank credit advice.
Record share allotments and update the member register.
Prepare share certificates within two months.
Use the Foreign Investment and Foreign Loan framework.
Submit proof of inward capital for validation.
Keep an indexed file for future dividend repatriation.
Align any shareholder loan with NRB rules and pricing.
Check sector eligibility before operations begin.
Note any negative list or licensing prerequisites.
Identify the correct regulator for your sector.
Maintain a tracker of approvals, renewals, and covenants.
Visit the Local Ward or municipal office with your incorporation set.
Submit tenancy proof and utility documents where required.
Obtain the local business registration or tax receipt.
Keep the certificate visible at the premises.
Note annual renewal dates and local inspection rules.
Register of members and share allotments.
Register of directors and key managerial personnel.
Register of charges and encumbrances.
Minute books for board and general meetings.
Issue within two months of allotment.
Use serial controls and dual signatories.
Cross-reference the member register and minutes.
Keep a certificate issuance log.
Maintain beneficial owner declarations.
Store identity proofs and control narratives.
Update when ownership changes.
Align with developing registrar instructions.
Prepare a full set of annual financial statements.
Include notes, board report, and cash flow statements where required.
Appoint an auditor per company size and rules.
Plan interim reviews for control gaps.
New public companies hold the first AGM within one year of business start permission.
Then hold an AGM within six months of fiscal year end.
Private companies plan board approvals and member resolutions.
Lock dates on a master calendar at incorporation.
File your annual return after the AGM.
Attach financials, directors’ report, and resolutions.
Use the correct forms and fee schedules.
Keep filing receipts with your compliance index.
Nepal’s fiscal year runs mid-July to mid-July.
File your annual income tax return within standard timelines.
Seek extensions only with valid reasons.
Pay advance tax when applicable.
Deduct withholding tax correctly on vendors and salaries.
Reconcile tax ledgers each month and quarter.
Identify special regulators early.
Examples include health, education, finance, and tourism.
Some sectors require both national and local permits.
Consider environment and safety approvals.
Store permits and renewal reminders in your calendar.
| Workstream | Day window | Owner | Key outputs | Evidence to file | Why it matters |
|---|---|---|---|---|---|
| Board and bank | 0–7 | Board, Finance | Signatory matrix, bank account | KYC pack, minutes | Enables capital inflow and payments |
| Registers | 0–14 | Company Secretary | Members, directors, charges, minutes | Register extracts | Supports shares and NRB filings |
| PAN | 7–14 | Tax Lead | PAN certificate | IRD acknowledgment | Needed for invoices and filings |
| VAT decision | 7–21 | CFO, Tax | VAT registration or memo | VAT certificate or note | Input credits and B2B trust |
| Ward registration | 7–21 | Admin, Legal | Ward license and tax receipt | Local certificate | Local compliance and inspections |
| Payroll and SSF | 21–45 | HR, Payroll | SSF code and employee enrollments | Challans, schedules | Avoid penalties and HR risks |
| Minimum wage | 21–45 | HR | Updated salary letters | HRIS extracts | Baseline legal compliance |
| FDI and NRB | 30–60 | CFO, Legal | NRB filings and capital proof | SWIFT, credit advice, share certs | Enables repatriation and exits |
| Q1 close | 45–90 | Finance | Trial balance and VAT returns | E-filing receipts | Early control checks |
| AGM plan | 45–90 | CoSec, Finance | AGM calendar, artifact list | Draft reports | Stress-free annual compliance |
Incorporation certificate, MoA, and AoA.
FDI approvals and conditions.
Board resolutions and specimen signatures.
PAN and VAT certificates.
Ward registration certificate or license.
SSF employer code and employee list.
Bank SWIFT and credit advices for inbound capital.
Share certificates and registers.
Lease agreement and utility bills.
Latest financials, audit letter, and directors’ report.
Treating PAN as optional. It is mandatory.
Registering VAT late and missing input credits.
Missing the two-month share certificate deadline.
Ignoring ward registration and local taxes.
Paying below the current minimum wage.
Neglecting NRB filings and capital proofs for FDI.
Delaying the AGM calendar and annual return planning.
Skipping monthly reconciliations and document indexing.
Build a 90-day calendar with owners and due dates.
Get PAN immediately. Decide VAT with a cash-flow lens.
Enroll SSF and test payroll math.
For FDI, file NRB forms when capital lands.
Draft share certificates now. Sign within two months.
Map AGM and annual return dates from day one.
Close books monthly. Reconcile taxes and ledgers.
Maintain a license tracker with renewals.
Digitize records. Keep a searchable compliance index.
Run a quarterly legal-tax-HR health check.
Q1. What tax steps follow incorporation?
Obtain PAN, assess VAT at 13 percent, and enable e-filing. Configure withholding and payment workflows. Keep records neat.
Q2. Is Social Security Fund registration mandatory?
Yes. Employers enroll in SSF and deposit contributions monthly. Standard split is 20 percent employer and 11 percent employee.
Q3. When must share certificates be issued?
Issue share certificates within two months of allotment. Keep registers and minutes aligned with each issue.
Q4. What are AGM and annual return timelines?
Public companies hold a first AGM within one year. Thereafter, within six months of fiscal year end. File the annual return after the AGM.
Q5. What are the key NRB steps for FDI?
Route capital through banks. Keep SWIFT and credit advice. File under the foreign investment rules to secure repatriation rights.