Business registration in Nepal: OCR and DoI documents 2025

If you are exploring business registration in Nepal, you will meet two key doors. The Office of the Company Registrar (OCR) and the Department of Industry (DoI). OCR records your legal entity. DoI approves your foreign investment. The paperwork is detailed. The sequence matters. This 2025 guide gives you every required document, form, and step.

We wrote this for foreign promoters, corporate investors, and cross-border teams. You will see checklists, timelines, and a side-by-side comparison of entity options. You will also see notes on translations, notarisation, and post-incorporation tasks. Keep sentences short. Keep the process clean. Let’s begin.

Business registration in Nepal: who does what and in what order

• DoI handles FDI approval, foreign loans, and technology transfer filings.

• OCR incorporates the legal vehicle: private limited, public limited, branch, or liaison.

• IRDs issue PAN and VAT after incorporation.

• NRB-regulated banks handle the FDI inflow and evidence of capital.

Simple order of operations: DoI approval → OCR incorporation → Bank capitalisation evidence → PAN/VAT → other licenses.

The 2025 document roadmap (at a glance)

1. FDI approval (DoI) — approvals for equity, technology transfer, or foreign loans.

2. Entity incorporation (OCR) — name reservation, constitutional documents, directors, and office details.

3. Tax and compliance — PAN, optional VAT, labour registrations, sector permits.

4. Banking evidence — inward remittance proof, share certificates, statutory registers.

OCR documents (Private Limited with foreign shareholding)

Use this set when registering a foreign-owned private limited company.

1) Promoters and directors

• Passport copies of all foreign natural-person promoters.

• Recent colour photographs (passport size).

• Residential address proof for each promoter.

• For Nepali resident directors, citizenship and address proof.

• Director consent letters and specimen signatures.

• Power of Attorney (PoA) to the local representative, if used.

2) Corporate shareholders (if any)

• Certificate of Incorporation of the parent company.

• Memorandum and Articles (or constitution) of the parent.

• Latest shareholder register or ownership certificate.

• Board Resolution approving the investment in Nepal.

• Authorized signatory list and specimen signatures.

• Audited financial statements for the latest fiscal year.

• PoA appointing a local attorney or authorised officer.

Note on authentication:
Use notarisation and consularisation. Use certified translations into English or Nepali. Requirements can vary by origin country.

3) The new Nepali company’s constitutional set

• Memorandum of Association (MoA).

• Articles of Association (AoA).

• Proposed share capital, share classes, and rights.

• Registered office address and landlord consent or lease.

• Principal objectives aligned to industrial codes.

• Company name choices (for reservation) with meaning.

4) Regulatory and procedural documents

• OCR application forms and cover sheet.

• Promoter declarations on compliance and fit-and-proper.

• Details of company secretary (if appointed).

• Beneficial Ownership declaration (if required).

• Proof of payment of OCR fees.

5) After OCR approval

• Certificate of Incorporation and PAN application file.

• Statutory registers (Members, Directors, Shares).

• Share certificates for subscribed capital.

• Board minutes appointing first directors and bank signatories.

DoI documents for FDI approval (equity)

Use this set for equity investment approval under the FDI framework.

1) Legal and identity

• Application form for FDI approval.

• Passport copies of promoters and authorised signatories.

• For corporate investors: certificate of incorporation, MoA/AoA, board resolution.

• PoA for the Nepal liaison or attorney.

• If a JV: Joint Venture Agreement with share split and governance.

2) Business plan and feasibility

• Project profile: activity, market, location, and capacity.

• Revenue model and pricing method.

• Employment plan with skill transfer notes.

• Environmental and social considerations, where applicable.

3) Financial plan

• Investment schedule: equity, quasi-equity, and loans.

• Five-year projections: P&L, balance sheet, cash flows.

• Assumptions for forex rate, inflation, and tax.

• Source of funds statements for each investor.

• Proposed bank for inward remittance and capitalisation.

4) Technology Transfer or Foreign Loan (if applicable)

• Technology Transfer Agreement with scope and consideration.

• Royalty, know-how, or trademark license terms.

• Foreign loan term sheet, lender details, and repayment plan.

• Draft NRB filings for loan or royalty remittances.

5) Sector-specific clearances (if triggered)

• Industrial location approvals or local permits.

• Environmental Initial Environmental Examination (IEE) or EIA, if required.

• Professional council registrations for regulated services.

• Any IBN interface if investment scale meets thresholds.

Branch office vs liaison office: what changes in documents

A branch executes commercial activities of the foreign parent in Nepal. A liaison promotes and coordinates but does not trade. The documents differ at OCR and DoI.

Core differences

• Branch needs detailed business scope, audited group accounts, and Nepal-side tax footprint.

• Liaison needs a strict non-commercial scope and budget plan.

Comparison table: OCR and DoI documents by entity type (2025)

Notes:

1. DoI approval specifics depend on activity and capital structure.

2. Some branches require additional sector approvals.

3. Liaisons must avoid invoicing and revenue recognition in Nepal.

How to prepare perfect files: translation, notarisation, and legalisation

• Translate non-English documents into English or Nepali.

• Use professional translators with certification.

• Notarise all copies.

• Consularise or legalise documents at origin, if required.

• Keep name spellings consistent across passports and resolutions.

• Maintain uniform dates and formats across all papers.

Tip: Prepare two clean sets. One for DoI. One for OCR. Keep soft copies ready.

Step-by-step timeline: from approval to operations (2025)

1) Name reservation (OCR)

• Prepare three name choices.

• Share meaning and avoid restricted terms.

• Typical time: 1–2 working days.

2) DoI FDI approval

• Submit the FDI application with the business plan.

• Respond to clarifications quickly.

• Typical time: 7–21 working days.

3) OCR incorporation

• File MoA, AoA, directors, and office proof.

• Pay fees and collect the certificate.

• Typical time: 3–5 working days.

4) PAN and VAT

• Apply PAN immediately after incorporation.

• Register VAT if activity and turnover require it.

• Typical time: PAN 1–2 days, VAT 1–3 days.

5) Bank capitalisation

• Inward remittance through a commercial bank.

• Obtain the credit advice and FDI evidence.

• Record share allotment and issue certificates.

6) Operational set-up

• Employment contracts and HR policies.

• Vendor onboarding and local agreements.

• Start pilot operations and first invoices.

Indicative costs and fees (guide only)

• OCR name reservation and incorporation fees: scale with capital.

• DoI filing fees: based on project type and instruments.

• Translation, notarisation, and legalisation: vary by origin country.

• Professional costs: drafting, advisory, and filings.

• Miscellaneous: stamp duties, government forms, courier.

Important: Fee tables change. Confirm current schedules during planning.

PAN, VAT, and early compliance

• PAN is mandatory for all entities.

• VAT applies when you cross thresholds or import VAT-able goods.

• Keep a VAT-ready invoicing system from day one.

• Open statutory registers.

• Hold the first board meeting and adopt policies.

Accounting basics:
Set your financial year, chart of accounts, and document retention policy. Keep audit-ready files.

Banking, NRB rules, and the “proof of capital” file

• Send equity only through formal banking channels.

• Use your approved investor names and declared sources.

• Keep inward remittance advice and SWIFT messages.

• Update the share register after each tranche.

• For foreign loans or royalties, follow NRB pre-clearances.

• Maintain a capitalisation file for future exits and dividends.

The most common mistakes (and how to avoid them)

• Using inconsistent shareholder names across documents.

• Missing certified translations.

• Late VAT registration where required.

• Vague business objectives in the MoA.

• Forgetting director consents and specimen signatures.

• Delayed capitalisation after incorporation.

• Not aligning bank KYC with the DoI approval file.

Fix: Use a single master checklist. Review each item twice.

Deep-dive checklists you can copy

DoI FDI approval (equity) — master list

1. Application form and cover letter.

2. Promoters’ passports and photographs.

3. Corporate investor pack: certificate, MoA/AoA, board resolution.

4. Project profile and five-year financial model.

5. Source of funds statements for each investor.

6. JV agreement (if joint venture).

7. Technology Transfer or Foreign Loan documents (if applicable).

8. PoA in favour of local representative.

9. Sector permits, if required.

10. Draft bank mandate and proposed bank details.

OCR incorporation — master list

1. Name reservation approval printout.

2. MoA and AoA signed sets.

3. Director consent letters and specimen signatures.

4. Registered office lease or consent letter.

5. Promoters’ identity documents.

6. Corporate investor pack (if any).

7. Beneficial ownership statement (if required).

8. Payment proof of OCR fees.

9. Application forms and cover sheet.

10. Post-incorporation board minutes template.

Branch office: document focus points

• Parent company profile and global scope.

• Nepal branch scope aligned with parent.

• Audited financials for the latest year.

• Board resolution to establish a branch.

• Nepal manager appointment letter.

• Office lease and local KYC package.

• DoI approval for branch activities where relevant.

• PAN, VAT (if applicable), and sector clearances.

Liaison office: document focus points

• Clear non-commercial mandate.

• Parent company documents and resolution.

• Budget plan and staffing plan.

• Nepal representative appointment.

• Office lease or consent.

• DoI approval for liaison establishment.

• PAN and any reporting obligations.

• Annual activity report to authorities, as required.

Governance, boards, and shareholder housekeeping

• Hold the first board meeting within the recommended period.

• Approve bank signatories and fiscal policy.

• Approve appointment of auditors.

• Issue share certificates after capitalisation.

• Maintain registers and minute books.

• Keep a compliance calendar for filings and taxes.

What the law expects

The framework draws from recognized instruments and guidelines, including:

• Companies Act, 2063 (2006) and related regulations.

• Foreign Investment and Technology Transfer Act, 2019 (FITTA 2019).

• Foreign Investment and Technology Transfer Regulations, 2077 (2021).

• Foreign Investment and Foreign Loan Management Bylaw, 2078 (2021).

• Industrial Enterprises Act, 2076 (2019).

• Tax procedures and PAN/VAT rules issued by the Inland Revenue Department.

• Banking KYC and FDI evidence standards applied by commercial banks under NRB oversight.

We rely on these when drafting documents and sequencing approvals. Use them to cross-verify your file.

Example: MoA/AoA drafting pointers for 2025

• Align objectives with your actual business model.

• Include clear share classes and transfer restrictions.

• Permit future ESOP or convertible instruments, if planned.

• Add robust director appointment and removal protocols.

• Define quorum, voting, and reserved matters in detail.

• State dividend policy frameworks in the AoA, where relevant.

Post-incorporation essentials in the first 90 days

• Open PAN and, if needed, VAT.

• Approve HR policies and employment letters.

• Register for social security or labour portals, if applicable.

• Execute vendor contracts and NDAs.

• Confirm registered office signage and mail handling.

• Prepare statutory filings calendar and assign owners.

Risk controls for foreign investors

• Use a risk register for compliance and tax.

• Track visa and work permits for expatriates.

• Maintain IP assignments and brand licenses.

• Keep contract templates for vendors and clients.

• Obtain appropriate insurance cover.

• Review related-party transactions for arm’s-length terms.

Frequently Asked Questions (PAA-style)

1) What comes first, DoI or OCR?
DoI comes first for foreign equity. OCR follows with incorporation. Then PAN, VAT, and banking capitalisation.

2) Can a liaison office raise invoices in Nepal?
No. A liaison cannot conduct commercial activities or issue sales invoices in Nepal.

3) What if my parent company is the shareholder?
Provide its certificate, constitution, board resolution, and latest audited financials. Translate and notarise as needed.

4) How long does registration take?
Plan 2–4 weeks for DoI. Plan 1 week for OCR. Add days for PAN/VAT and bank capitalisation.

5) Do I need VAT from day one?
Register when your activity or turnover requires it. Importers and certain services need VAT earlier.