Business registration in Nepal: online process explained

Nepal lets you incorporate and file most applications online. You will still sign originals. You may visit offices for notarisation and bank work. Most filings run through the Office of the Company Registrar (OCR) e-services. Foreign investment uses the Department of Industry (DOI) or the Investment Board Nepal (IBN) for large projects. Taxes use the Inland Revenue Department (IRD) portals.

Below is a precise, end-to-end roadmap for foreign founders.

Why choose Nepal for regional operations

• Competitive operating costs and talent.

• Strategic access to India and China.

• Growing digital infrastructure and fintech rails.

• English-friendly legal and business ecosystem.

• Clear company law with online workflows.

Key statutes and guidance you’ll touch:

• Companies Act, 2063 (2006).

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

• Industrial Enterprises Act, 2020.

• Labour Act, 2074 and Social Security Fund Rules, 2075.

• Income Tax Act, 2058 and VAT Act, 2052.

• Banking guidelines from Nepal Rastra Bank (for capital inflows).

• OCR, DOI/IBN, IRD circulars and practice notes.

Entity pathways for foreign companies

Choose a structure that matches your goals, risk, and tax profile.

Private Limited Company (subsidiary)

• Popular for trading and services.

• Limited liability and simple governance.

• Can be 100% foreign-owned in most sectors not restricted under FITTA.

Branch Office

• Extension of a foreign parent.

• Good for execution of specific projects or contracts.

• Taxed on Nepal-source income. Compliance is heavier than a subsidiary.

Liaison (Representative) Office

• Non-commercial. No revenue in Nepal.

• Used for market research, coordination, sourcing, QC.

• Expenses funded from overseas remittances.

Public Limited Company

• For regulated or capital-heavy plays.

• Higher governance and disclosure expectations.

Practical tip: Most foreign SMEs start with a Private Limited. It balances speed, control, and compliance.

Information and documents checklist 

Organise these before you touch the portal. You will move faster and avoid rejections.

Shareholder and director KYC

• Passports (clear colour scans, full page).

• Recent photos (as per OCR size guidance).

• Residential address and contact details.

• Board resolution from the foreign parent (for branch/subsidiary cases).

• Ultimate Beneficial Owner (UBO) details.

Company particulars

• Preferred company names (3–5 options).

• Main and ancillary business objectives.

• Registered office address in Nepal.

• Proposed share capital and shareholding split.

• Director(s) and company secretary details.

• Fiscal year end (commonly mid-July under Nepali calendar).

Constitutional documents

• Memorandum of Association (MOA).

• Articles of Association (AOA).

• For branch/liaison: Charter documents of the parent and a good standing certificate.

Supporting papers

• Lease or location evidence for registered office.

• Specimen signatures and passport-size photos.

• Engagement letter with your local advisor (if any).

• For FDI: investment plan, product/service profile, technology transfer terms (if any).

Formatting tips: Keep all PDFs searchable, <10 MB per file, and named cleanly (e.g., Director_KYC_Passport_JaneDoe.pdf).

The online path: start-to-approval in 10 steps

Below is the standard, digital-first sequence for a Private Limited with foreign shareholding. A branch or liaison follows a similar pattern, with its own approvals.

1) Name search and reservation (OCR e-services)

• Search for availability and reserve your preferred name.

• Include clear objectives to match your future activities.

• Keep 2–3 backup names ready.

2) Digital Signatures and user accounts

• Create user credentials on relevant portals.

• Obtain Digital Signature Certificates if required for your workflow.

• Assign roles: promoter, authorised signatory, preparer.

3) Draft MOA and AOA

• Align objectives with your FDI scope.

• Fix authorised and paid-up capital.

• Define share classes, director powers, and quorum rules.

• Insert reserved matters for founder protection.

4) FDI approval application (DOI or IBN)

• File investment proposal under FITTA 2019.

• Include parent KYC, source of funds, UBO declaration, and projections.

• Wait for approval letter. Keep copies for the bank.

5) Capital inward remittance setup (bank)

• Open an FDI account with a commercial bank.

• Provide approval letter and KYC.

• Align SWIFT instructions for equity inflow.

6) Company registration filing (OCR)

• Upload MOA, AOA, KYC, and resolutions.

• Enter directors, shareholders, and registered office details.

• Pay government fees online.

• Respond to any OCR queries in the portal.

7) Certificate of Incorporation and PAN

• Receive the Certificate of Incorporation.

• Apply for Permanent Account Number (PAN) with IRD.

• For VAT, assess your turnover or sector need and register if applicable.

8) Share allotment and statutory registers

• Allot shares to investors.

• Record entries in Register of Members, directors, and charges.

• Issue share certificates to shareholders.

9) FDI equity remittance and share evidence

• Remit equity into Nepal via the FDI bank account.

• Obtain inward remittance evidence from the bank.

• File share investment reporting as required by FITTA rules.

10) Post-incorporation onboarding

• Open operational bank accounts.

• Enrol for Social Security Fund (SSF) if hiring.

• Prepare payroll, HR policies, and employment contracts.

• Secure sectoral licences, if your business is regulated.

Timeline you can plan around

Actual days vary with sector, completeness, and responses to queries. Use this for planning.

1. Name reservation: 1–3 business days.

2. FDI approval (standard DOI case): 2–4 weeks after a complete file.

3. OCR incorporation after approvals: 3–7 business days with clean documents.

4. PAN registration: 1–3 business days post-incorporation.

5. VAT (if needed): 2–5 business days including site visit if triggered.

6. Bank FDI account and equity remittance: 1–2 weeks, depends on bank KYC.

Note: Large or strategic projects may route through IBN and take longer.

Fees and costs overview 

All figures are directional to help budgeting. Exact fees depend on capital, sector, and document volume.

Numbered step list you can follow today

1. Shortlist your entity type and objectives.

2. Prepare KYC and parent board resolutions.

3. Draft MOA and AOA with sector-fit objectives.

4. Reserve your company name online.

5. File FDI application with DOI or IBN.

6. Open FDI bank account and align remittance steps.

7. File OCR incorporation with all attachments.

8. Receive certificate and apply for PAN.

9. Decide on VAT and register if in scope.

10. Remit equity, issue shares, and file post-FDI reports.

11. Register employees with SSF and set payroll.

12. Kick off operations and keep statutory registers current.

The online touchpoints you will use

• OCR e-services: name, incorporation, amendments, annual filings.

• DOI/IBN systems: FDI approvals and post-approval reporting.

• IRD portals: PAN, VAT, withholding submissions, and returns.

• Bank portals: account opening workflows and FDI remittance coordination.

• SSF portal: employee enrolment and monthly contributions.

Post-incorporation compliance checklist 

• Maintain MOA/AOA copies on site.

• Keep Registers: members, directors, charges, investments.

• Display nameboard at the registered office.

• Conduct board meetings as per AOA.

• File annual return and financial statements on time.

• Withhold and deposit TDS where applicable.

• File VAT returns if registered.

• Enrol and contribute to Social Security Fund.

• Renew any sector licences before expiry.

• Update OCR on changes: directors, office, capital, share transfers.

Sector-specific approvals and restrictions

• FITTA 2019 permits full foreign ownership in many services and export sectors.

• Some activities require joint ventures, minimum capital, or are restricted.

• Manufacturing, hydropower, telecom, aviation, and financial services may need extra licences.

• Large capital or strategic projects may route to IBN.

• Duty exemptions and incentives may apply under the Industrial Enterprises Act.

Action: Map your exact activity against FITTA schedules and any sector regulator rules before you file.

Taxes you should plan for

• Corporate Income Tax: Pay on chargeable income from Nepal sources.

• VAT (if registered): Charge and remit; claim input VAT.

• Withholding (TDS): On salaries, services, rent, and cross-border payments as per rates.

• Permanent Account Number (PAN): Mandatory for most filings.

• Transfer Pricing: Keep documentation for related-party transactions.

• Payroll taxes and SSF: Set up before first salary run.

Check the Income Tax Act 2058 and VAT Act 2052 rate schedules. Confirm any DTA relief with your home country.

Risk controls that save time and money

• Names and objectives: Keep objectives aligned with FDI approval text.

• UBO clarity: Disclose ultimate owners early to avoid portal queries.

• Document quality: Use clear scans and notarise where needed.

• Bank readiness: Start KYC parallel to filings.

• Calendar: Track each statutory due date from day one.

• Board rules: Use written resolutions for speed.

• Data room: Store all filings and approvals in one folder tree.

Sample drafting cues for MOA/AOA objectives

• “To provide software development and IT-enabled services to global clients.”

• “To engage in export of readymade garments manufactured in Nepal.”

• “To render business process outsourcing and back-office support services.”

• “To undertake research, market development, and quality control activities.”

• “To import, distribute, and service medical devices subject to regulator approvals.”

Keep primary objectives narrow and precise. Add ancillary activities to future-proof operations.

What changes between a subsidiary, branch, and liaison

Evidence and references 

• Companies Act, 2063 (2006): Core incorporation, registers, and filings.

• FITTA 2019: Routes, approvals, and post-investment reporting.

• Industrial Enterprises Act, 2020: Incentives and classifications.

• Labour Act, 2074; SSF Regulations, 2075: Hiring and benefits.

• Income Tax Act, 2058; VAT Act, 2052: Taxes, VAT, withholding, compliance.

• Nepal Rastra Bank circulars: FDI inflow, equity remittance, and repatriation guidance.

• OCR, DOI/IBN, IRD procedural guidelines: Forms, fee slabs, and portal instructions.

Frequently asked questions 

1) Can a foreigner own 100% of a Nepal company?
Yes, in many sectors. FITTA 2019 allows full foreign ownership where not restricted. Some activities require joint ventures or have caps. Always check the latest schedules and any sector regulator notes.

2) How long does business registration in Nepal take?
Plan four to eight weeks end-to-end for a foreign-owned subsidiary. The path includes FDI approval, bank KYC, OCR incorporation, and tax setup. Each step moves faster with complete documents and quick responses to queries.

3) Do I need to be in Nepal to register?
You can complete most steps remotely. You may appoint a local authorised representative. Some banks require in-person KYC for signatories. Notarisation and consular attestation may be needed for foreign documents.

4) What is the minimum capital for FDI?
FITTA practice sets a threshold for foreign investment. The amount can change by policy. Your bank and DOI will check capital adequacy for your sector. Confirm the current threshold before you file.

5) What taxes apply after registration?
Expect corporate income tax on Nepal-source income. Consider VAT registration based on activity and thresholds. Withhold taxes on salaries, services, and cross-border payments as required. Keep PAN active and file on time.