If you are exploring business registration in Nepal, you are in the right place. Nepal welcomes foreign investors with clear laws, defined processes, and a growing service ecosystem. This guide explains each step in plain English. You will learn the best structure for your plan, the exact documents needed, expected timelines, and compliance duties after incorporation.
We wrote this for international founders, CFOs, legal teams, and venture leaders who want certainty. The tone is practical. The advice is current. The steps are easy to follow.
Nepal sits between India and China. That location offers access to vast markets and supply chains. The country has improved digital government systems and one-stop services. Labor is competitive. Regulators are responsive for most sectors. Foreign ownership is allowed in many industries, subject to a short restricted list.
For boardrooms, this means two things. First, market entry can be structured and compliant. Second, the cost to launch is controlled and predictable.
Key frameworks to know (no links, names only):
Companies Act 2063 (2006) • Foreign Investment and Technology Transfer Act (FITTA) 2019 • Industrial Enterprises Act 2076 (2020) • NRB Foreign Exchange Regulation • Department of Industry One-Stop Service Center (OSSC) • Investment Board Nepal (large projects).
Foreign investors typically use one of four vehicles. Your choice shapes control, tax, and compliance.
| Option | Who it suits | Ownership | Capital norms | Can earn revenue? | Typical use-case |
|---|---|---|---|---|---|
| Private Limited Company | Most foreign SMEs and scaleups | Up to 100% foreign ownership, sector-wise exceptions | Paid-up capital set by founders; some sectors need more | Yes | Trading, services, tech, light manufacturing |
| Public Limited Company | Large ventures planning to scale or list later | Up to 100% foreign ownership, subject to sector rules | Higher capital and governance requirements | Yes | Large infrastructure, finance-adjacent, utilities |
| Branch Office | Existing foreign company extending business | 100% foreign, mirrors parent’s scope | No local share capital; parent funds operations | Yes | Project execution, EPC, foreign service firms |
| Liaison/Representative Office | Market research and promotion only | Funded by parent | Not applicable | No (non-revenue) | Pre-entry study, brand development, partner scouting |
Practical rule of thumb:
If you want to trade, invoice, hire, and sign leases in Nepal, form a Private Limited Company. Use a Branch only when the parent must contract directly. Use a Liaison Office if you will not generate revenue yet.
Follow these steps in order. Keep documents complete and consistent. That reduces queries and speeds approval.
List promoters, share split, and authorized capital. Confirm your activities and sector. Check if any special license applies.
Reserve a unique name that fits naming rules. Keep a backup name ready. Use a simple, descriptive style to avoid objections.
Prepare the Memorandum of Association and Articles of Association. State objectives, capital, share classes, and management rules. Align objects with your real activities to avoid future amendments.
Collect IDs and addresses for all promoters. For foreign companies, prepare board resolutions authorizing the Nepal setup. Notarize and, if required, apostille foreign documents. Ensure translations match the originals.
File the application with the reserved name, MOA, AOA, and promoter documents. Pay the statutory fee tied to authorized capital. Respond promptly to any clarifications.
If foreign shareholding exists, apply under FITTA 2019 via the Department of Industry (DoI) One-Stop Service Center. Provide source-of-funds evidence, investment plan, and charter documents. Large projects may involve Investment Board Nepal.
Once approved, you receive the Company Registration Certificate with a registration number. Keep digital and physical copies ready for banking and tax.
Apply for a PAN (Permanent Account Number). Register for VAT if your activity requires it or your forecast crosses the threshold. Open a local bank account for capital infusion and operations.
Register your office address with the municipality or ward office. Execute your lease. Maintain the share ledger and minute books.
Examples include tourism, healthcare, education, engineering, or energy. Start early if your sector is regulated.
Prepare for annual audit, annual return filing, tax filings, and any license renewals. Assign owners and deadlines.
Promoters and directors
Passports or citizenship certificates
Recent address proof
Photos and contact details
Director consent letters
Corporate documents
Memorandum of Association (MOA)
Articles of Association (AOA)
Share subscription pages
Board resolution (for corporate promoters)
Certificate of Incorporation and charter documents of the foreign parent (for branch or corporate investor)
FDI package (if foreign equity)
Application under FITTA 2019
Investment plan and sources of funds
Shareholder details and beneficial ownership information
Proposed capital inflow schedule
Bank reference or comfort letter (if requested)
Operations
Office lease agreement or ownership proof
PAN and VAT applications
Employment contracts and HR policies
Sector-specific license applications (where needed)
The sequence below reflects a typical, well-prepared file.
| Phase | Tasks | Indicative timeline | Notes |
|---|---|---|---|
| Pre-filing | Structure, name, MOA/AOA, document collation | 3–7 business days | Faster with good templates |
| OCR filing | Incorporation review and approval | 5–10 business days | Queries extend timelines |
| FDI approval | DoI One-Stop Service Center process | 7–15 business days | Required for foreign equity |
| Tax and bank | PAN, VAT, account opening | 5–10 business days | Start early with KYC |
| Licenses | Sectoral approvals | 7–30+ business days | Depends on industry |
Total launch window: Two to four weeks for straightforward cases. Complex sectors or incomplete papers add time.
Government fees:
OCR fees scale with authorized capital. DoI processes FDI approvals under FITTA 2019. Banking and municipal registrations add minor charges. Advisory, notarial, and translation costs vary by provider.
PAN and VAT: Obtain PAN. Register VAT if your activity or revenue requires it. File periodic returns.
Corporate tax: Standard corporate tax applies. Rates can vary by sector and incentives.
Withholding tax: Apply correct withholding on services, rent, contractors, and cross-border payments.
Foreign exchange: Follow NRB rules for capital inflow, loans, and repatriation. Keep FDI approval letters and bank evidence aligned.
Payroll and HR: Issue employment letters. Register staff for social security where applicable. Maintain attendance and leave records.
Audit and annual return: File audited financials and annual returns within statutory deadlines.
Good practice: Map every inflow and outflow to a document trail — FDI approval, board minutes, bank credits, and invoices. This makes tax and repatriation smooth.
Objects too narrow. Vague or mismatched MOA objects cause license and banking friction. Draft with future growth in mind.
Name conflicts. Reserve a backup name. Avoid generic or restricted words.
FDI gaps. Missing board resolutions, apostilles, or beneficial ownership details trigger delays. Use a checklist.
Office proof issues. Lease mismatches with application details lead to queries. Keep addresses identical across filings.
Post-incorporation drift. Many teams forget annual returns and VAT filings. Set a recurring compliance calendar.
Month 1: Incorporation, PAN, VAT, bank, municipal registration.
Month 2–3: Sector licenses, first VAT filing (if registered), HR setup.
Month 4–6: Initial audit planning, transfer pricing and intercompany framework (if needed).
Month 7–9: Review board minutes, share ledger, and statutory registers.
Month 10–12: Year-end close, audit, annual returns to OCR, tax returns, and renewals.
Keep capital tranches aligned with your FDI approval letter.
Use a clean intercompany agreement for services, IP, or management fees.
Open the bank account early with full KYC packs.
Train finance staff on VAT and withholding rules from day one.
Maintain a single “compliance binder” with certificates, filings, and approvals.
Author: Bikram Gurung is a corporate attorney and company registration specialist. He has advised global founders and funds on Nepal market entry since 2014. His work spans FITTA 2019 approvals, cross-border tax, and sector licensing.
Legislation and official guidance referenced (no links):
Companies Act 2063 (2006) • Foreign Investment and Technology Transfer Act (FITTA) 2019 • Industrial Enterprises Act 2076 (2020) • NRB Foreign Exchange Regulation and circulars • Department of Industry One-Stop Service Center guidelines • Investment Board Nepal procedures for large projects.
Data points and practice norms:
Typical OCR processing 5–10 business days; DoI FDI approvals 7–15 business days for standard files; launch window two to four weeks for straightforward cases. Thresholds, rates, and sector rules can change. Confirm details at the time of filing.
1) Can a foreigner own 100% of a Nepali company?
Yes, in many sectors. A few activities are restricted or capped. Check your sector under FITTA 2019 before you invest.
2) What minimum capital should I plan for?
Set paid-up capital to match your business model and any sector norms. Some foreign investments follow minimum thresholds in practice. Plan capital in tranches tied to milestones.
3) How long does incorporation take?
OCR often completes review in one to two weeks for clean files. Add time for FDI approval, tax, banking, and licenses. Plan two to four weeks end-to-end.
4) Should I choose a Branch, Liaison, or Private Limited?
If you want to invoice and hire locally, use a Private Limited. Choose a Branch to execute contracts as the parent. Pick a Liaison for research and promotion only.
5) How do I repatriate profits?
Follow NRB foreign exchange rules. Keep clean documentation: audited accounts, tax clearance, dividend resolutions, and bank evidence. Work with your bank early.