If you plan business registration in Nepal, you need clarity, speed, and compliance. Nepal welcomes foreign investment. The system is rules-based and predictable when files are complete. A high-quality registration service translates legislation into checklists, coordinates filings, and protects repatriation rights. This guide explains the process, documents, costs, and timelines. It also shows how to compare providers and avoid common mistakes.
You will see references to core rules. These include the Companies Act 2063 (as amended). The Foreign Investment and Technology Transfer Act 2019. The FITTA Rules and foreign investment by-laws. The Office of the Company Registrar (OCR) practice notes. The Inland Revenue Department (IRD) VAT rules. The Labour Act 2017 and Social Security Fund (SSF) requirements.
Great providers do more than forms. They manage end-to-end risk and timing.
Structure advice: private limited, public limited, branch, or liaison office.
FDI path planning: automatic route versus approval route.
Name reservation and incorporation on the OCR portal.
Drafting MOA and AOA that match legislation and practice.
Tax setup: PAN and VAT registration with the IRD.
Banking and inward remittance documentation.
Central bank compliance for investment recording and repatriation.
Labour onboarding, contracts, and Social Security Fund registration.
Post-incorporation filings, minute books, and share registers.
Companies Act 2063 (as amended).
Defines company types, shareholder limits, director rules, and statutory registers.
FITTA 2019 and Rules.
Set foreign investment definitions, approval routes, minimum thresholds, and repatriation documentation.
OCR e-services practice.
Covers name checks, digital filings, query responses, MOA/AOA formats, and language requirements.
IRD tax regime.
PAN setup for all entities. VAT registration triggers and the standard VAT rate of 13 percent. Monthly VAT returns for most cases.
Labour Act 2017 and SSF.
Written employment agreements are required. Employers and employees enroll in the Social Security Fund, with scheduled contributions.
Flexible governance and lighter disclosures.
Suitable for services, technology, trading, and most B2B plays.
May have a higher cap on shareholders after amendments.
Directors are appointed per Articles.
Designed for larger capital and regulated sectors.
Higher governance, disclosure, and audit requirements.
Not common for first-time foreign entrants.
Operates the same business in Nepal under the parent brand.
Requires company registration and foreign investment approval where applicable.
Taxed in Nepal on Nepal-source income.
Non-commercial presence for coordination and market research.
No revenue activities.
Useful as a pre-entry option to test the market.
Tip: Most new foreign entrants choose a private limited for speed, governance flexibility, and simpler tax administration.
Strategy and structure
Align the entity with business goals, funding, and repatriation plan. Confirm if the sector is eligible for automatic FDI route or needs prior approval.
Name reservation
Check conflicts and reserve the name on OCR e-services. Prepare a Nepali version if required.
Draft MOA and AOA
Use compliant templates. Define objects in business-friendly terms. Set share capital, director powers, and transfer rules.
Shareholder and director KYC
Collect IDs, board resolutions for corporate shareholders, and apostilles or notarizations where required.
File incorporation
Submit MOA, AOA, KYC, and office proofs. Respond to OCR queries fast. Obtain the certificate of incorporation and company number.
Tax registrations
Apply for PAN immediately. Register for VAT when triggers apply. Configure tax periods and compliance contacts.
Bank account and inward remittance
Open current and foreign currency accounts. Set document formats for investment inflows and Foreign Inward Remittance Certificates.
FDI approval and recording
File the foreign investment application and project profile. Record capital inflows with the central bank for repatriation rights.
Labour onboarding and SSF
Issue compliant employment contracts. Enroll employer and employees in the Social Security Fund. Set payroll calendars and cutoffs.
Post-incorporation compliance
Prepare statutory registers. Issue share certificates. Fix board meeting cadence. Configure VAT invoice formats. Set monthly tax reminders.
Founders and parent company
Passports or national IDs of promoters and directors.
Board resolution authorizing investment and signatories.
Parent company registration certificate and MOA/AOA or charter.
Proof of registered office or lease in Nepal.
Company-level documents
Draft MOA and AOA in accepted languages.
Shareholding structure and capital plan.
Specimen signatures, photographs, and contact details.
Power of attorney for local agent, if used.
FDI package (if applicable)
Project profile and financial plan.
Joint venture agreement or subscription agreement.
Source-of-funds letter and bank comfort.
Any sector approvals that apply.
Tax and banking
PAN application set.
VAT registration forms and supporting documents.
Bank account opening forms.
Investment remittance references and inward remittance certificates.
Strategy and drafts: 2 to 5 working days.
Name approval and incorporation: often 3 to 5 working days with complete files.
FDI approval and recording: a few days under automatic route once complete; longer if complex.
PAN and VAT registration: within the same week post-incorporation if documents are ready.
Bank KYC and remittance recording: parallel with tax setup.
Labour onboarding and SSF: first payroll cycle.
Statutory fees.
OCR filing fees and stamp duties are modest for standard private companies. Public companies and branches vary by capital and complexity.
Professional fees.
Pricing depends on scope. Entity advice, drafting, filings, FDI, banking, tax, and labour setup add time. Complex projects need more senior time.
Third-party costs.
Translations, notarizations, apostilles, courier, and bank charges are separate. Sector-specific licenses add fees and time.
Main drivers of total cost
Entity choice and capital structure.
FDI route and documentation quality.
VAT registration and invoicing configuration.
Bank KYC and remittance evidence.
Labour documentation and SSF enrollments.
PAN is mandatory for every company.
VAT is generally 13 percent. Common triggers include turnover thresholds, specific lending thresholds, and certain import levels. Many service businesses choose to register early for input credit and credibility.
Returns and records
Monthly VAT returns are typical. Keep tax invoices, purchase books, and sales books. Maintain withholding tax registers if you make payments that require withholding.
Corporate tax
Plan for estimated taxes, advance payments, and annual filings. Align financial year policies with audit and board calendars.
You protect dividends and exit proceeds by planning documentation. Record investment inflows through the banking channel. Keep inward remittance certificates and swift copies. Maintain share allotment proofs, board minutes, and statutory registers. Align all amounts across the central bank, tax files, and corporate registers.
Repatriation events to plan
Dividends and profit distribution.
Principal and interest on foreign loans.
Royalties and technical fees where permitted.
Share sale proceeds during partial or full exit.
Liquidation proceeds.
Month 1: Incorporation, PAN, bank accounts, payroll setup.
Month 1–2: VAT registration if triggered. Configure invoice templates.
Monthly: VAT returns, payroll taxes, SSF contributions.
Quarterly: Board meetings and secretarial reviews.
Annually: Financial statements, audit (where applicable), annual returns, AGM, tax filings.
| Evaluation angle | Questions to ask | What good looks like |
|---|---|---|
| Legal accuracy | Which sections of Companies Act, FITTA, VAT, and Labour Act apply to my case? | Clear, specific answers with precise section names and plain-English impact. |
| FDI mastery | Do I qualify for automatic route? What proof do banks and the central bank require? | Route diagnosis on day one. Checklists for evidence. Bank templates included. |
| Timeline realism | What are realistic SLAs for OCR and investment approvals? | A week-by-week plan with dependencies and responsible owners. |
| Compliance build-out | How will PAN, VAT, payroll, and SSF be sequenced? | Staged plan, due dates, and an internal calendar. |
| Transparency | What is excluded and billed extra? | Written scope, third-party costs separated, and no hidden charges. |
| Post-go-live support | Who maintains registers, minutes, and tax filings? | Named team with escalation paths and quarterly reviews. |
Skipping FDI screening or assuming exemptions.
Wiring capital before confirming the route and evidence.
Vague MOA objects that confuse OCR reviewers.
Waiting on VAT registration despite triggers.
Issuing offer letters without full employment contracts.
Forgetting to maintain share registers and minutes.
Treating SSF as optional.
Core inclusions
Entity advisory and structure selection.
OCR name reservation and incorporation.
MOA and AOA drafting and filings.
PAN registration and VAT registration when required.
Bank account opening support and inward remittance mapping.
FDI filing, approval support, and investment recording.
Employment contracts and SSF registration.
Setup of a first-year compliance calendar.
Helpful add-ons
Sector licensing support.
Templates for minutes, share registers, and resolutions.
Quarterly compliance reviews and health checks.
Exit planning pack for share transfers or liquidation.
Promises to “skip FDI approval” or “fix it later.”
Claims that repatriation is automatic without evidence.
Silence on VAT triggers or payroll obligations.
No written scope, no exclusions, and vague timelines.
No plan for share registers, minute books, and tax calendars.
A technology company entered Nepal to build a regional support team. The provider chose a private limited with lean governance. The file used a clear MOA object and a staged capital plan. The team registered PAN on day one. VAT was deferred until the first domestic taxable supply. Bank accounts opened with pre-agreed document formats. Capital arrived, was recorded, and shares were allotted within the quarter. Payroll and SSF launched the next month. The board received a compliance calendar and template minutes.
Outcome: The company hired the first five employees in eight weeks. The investment was cleanly recorded for future dividend repatriation. No queries remained open at quarter end.
1) Which structure is easiest for a foreign company?
A private limited company is usually the fastest and most flexible. It fits most service and tech businesses. It has simpler disclosure compared to a public company.
2) What is the minimum foreign investment?
Policy sets a project-level minimum for many sectors. Some IT-based activities can be exempt under automatic route rules. Always confirm your exact sector and route before remitting.
3) Who approves foreign investment?
The Department of Industry handles most standard foreign investments below a defined threshold. Very large or strategic projects go to Investment Board Nepal.
4) When must I register for VAT?
Register when you meet turnover or other triggers. Many service firms also opt in early for input credit and credibility with clients.
5) Can I repatriate profits and exit proceeds?
Yes, if the initial investment and ongoing compliance were recorded correctly. Keep central-bank evidence, tax clearances, and corporate registers up to date.