Business registration in Nepal: service packages & pricing

Business registration in Nepal is simpler when you see the end-to-end path. Foreign companies can choose an FDI-backed private limited company, a branch office, or a liaison office. Each route has different approvals, fees, and timelines. This guide gives you clear service packages, pricing ranges, documents, and a realistic timeline. You will also see what affects cost and how to stay compliant after launch.

We wrote this for foreign founders, regional heads, and finance leads who want a fast, compliant start with zero surprises.

What you can set up in Nepal (as a foreign company)

• FDI-backed Private Limited Company (Pvt Ltd)
  A Nepal-incorporated company with foreign shareholding approved under the Foreign Investment and Technology Transfer Act, 2019 (FITTA). Suitable for most commercial activities.

• Branch Office of a Foreign Company
  Registers your existing foreign company in Nepal for revenue-generating activities permitted by law and sector rules. Requires sector alignment and Department of Industry (DoI) approval.

• Liaison (Representative) Office
  Non-revenue presence for market research, partner coordination, or quality checks. No commercial sales in Nepal. Requires DoI registration and annual renewals.

Key legal references you will encounter: Companies Act 2063 (2006) for companies, FITTA 2019 for foreign investment approvals, Industrial Enterprises Act 2076, and Income Tax Act 2058 (2002) for tax. Banking and FX flows follow Nepal Rastra Bank circulars and prudential norms.

Who are the main regulators?

• Office of the Company Registrar (OCR): Name reservation and company registration.

• Department of Industry (DoI): FDI approval, branch/liaison registration, and technology transfer.

• Investment Board Nepal (IBN): Large-ticket FDI above the threshold specified by policy.

• Inland Revenue Department (IRD): PAN, VAT, withholding, and corporate tax.

• Nepal Rastra Bank (NRB): Foreign currency inflow/outflow approvals and reporting.

• Sector Regulators: For restricted or regulated sectors (e.g., financial services, telecoms, energy, insurance).

Business registration in Nepal: service packages & pricing

Below is a practical menu of fixed-scope packages designed for foreign investors. Pricing is indicative and excludes sector-specific licenses. Government fees vary by capital, stamping, and sector.

Assumption for NPR conversion: USD 1 ≈ NPR 133 (illustrative). Use your bank’s live rate when budgeting.

Package overview and pricing (USD & NPR)

* Government fees are estimates for standard cases and exclude sectoral permits, legalizations, courier, and translation.

What drives price and timeline?

1. Entity type and sector. Regulated sectors need more steps.

2. Ownership and capital. Higher capital can change stamping and bank compliance.

3. Document readiness. Passports, corporate docs, notarization, and legalization affect speed.

4. Board structure. More directors mean extra KYC and consents.

5. Leases and office. Some registrations require a local address proof.

6. Payroll start date. Payroll and SSF add initial setup tasks.

7. Large FDI threshold. Very large investments move to IBN for approval.

Step-by-step timeline (FDI Pvt Ltd)

1. Strategy & entity memo (Week 1). Confirm activity, equity split, capital, and directors.

2. Name reservation (Week 1). OCR name check and reservation.

3. FDI approval (Weeks 2–4). Submit FITTA package to DoI. Clarifications as needed.

4. Company registration (Weeks 4–6). File MoA/Articles, director details, and registered office.

5. Capital remittance (Weeks 4–8). Inward remittance via NRB channel to company bank.

6. PAN/VAT (Weeks 5–7). Obtain tax IDs and VAT activation if required.

7. Payroll & SSF (Weeks 6–8). Register employer, onboard staff, set withholdings.

8. Go-live (Week 8+). Start invoicing and routine compliance.

Indicative durations reflect standard cases. Complex sectors, high capital, or remote sign-offs can extend timelines.

Required documents (foreign shareholders and directors)

• Passport copy (clear, valid 6+ months).

• Two photos (as per OCR size norms).

• Parent company Certificate of Incorporation and Memorandum/Articles (for branch or corporate shareholder).

• Board resolution authorizing investment and signatories.

• Power of Attorney, where applicable.

• Lease or address proof in Nepal.

• Cleaned cap table and share subscription details.

• Compliance declarations as per Companies Act 2063 and FITTA 2019 formats.

Corporate documents typically require notarization and may require consular/legalization depending on jurisdiction.

Taxes and registrations after incorporation

• PAN for all entities; VAT if crossing thresholds or dealing with VAT clients.

• TDS on qualifying payments; monthly remittance and statements.

• Corporate income tax per Income Tax Act 2058; provisional payments apply.

• Social Security Fund (SSF) registration for employers and employees.

• Sector-specific taxes where relevant (e.g., excise for certain goods).

Set a compliance calendar from Day 1. It avoids penalties and supports bank and FX audits.

Bank account and foreign currency flows

• Open a corporate account in a Class-A bank.

• Receive equity as inward remittance under NRB rules.

• Keep the bank’s Foreign Inward Remittance Certificate.

• Use official channels for royalties, management fees, or loans as permitted by policy and your approvals.

• For branch offices, follow parent-funding and expense routing rules; revenue must fit licensed scope.

• Liaison offices cannot book local sales.

Liaison vs Branch vs FDI company: quick chooser

• Choose Liaison if you need presence without sales.

• Choose Branch if the parent must contract and bill in Nepal.

• Choose FDI Pvt Ltd if you want full local operations, hiring, billing, and tax presence.

Hidden costs to budget

• Translations and legalizations. Vary by country.

• Stamp duties and notarization. Based on capital and instrument.

• Office fit-out and security deposit. Common for leases.

• Audit fees. Mandatory audit thresholds apply under company law.

• Sector licenses. Telecom, fintech, and energy require extra steps.

• Visa and work permits. If deploying foreign staff.

Example scope details 

Incorporation scope (Essential/Growth)

• Draft and file MoA/Articles aligned to activity.

• Prepare FITTA application pack and schedules.

• Manage OCR filings and sign-offs.

• Obtain PAN; enable VAT when needed.

• Bank onboarding pack and inward remittance coordination.

• Share register, director consents, and statutory books.

• Kick-off compliance calendar and orientation.

Branch scope

• Map activity to allowable branch scope.

• Legalize parent documents.

• DoI branch approval; OCR/DoI registration as required.

• PAN/VAT, bookkeeping setup, and expense policy.

Liaison scope

• DoI liaison approval and annual reporting design.

• PAN for admin payments if required by your bank/vendor.

• Non-revenue controls and communications with the parent.

Compliance scope (monthly)

• Bookkeeping and ledger maintenance.

• TDS and VAT filings; vendor TDS reconciliations.

• Payroll, SSF, and employee tax certificates.

• Management accounts and year-end support.

• Optional: CFO reporting, budgets, cash flow, KPIs, and board packs.

Your first 90 days: operational checklist

Numbered plan

1. Lock entity type and finalize shareholding.

2. Collect KYC and corporate documents.

3. Reserve name and submit FITTA application.

4. Incorporate at OCR and open bank account.

5. Remit capital via NRB-compliant channel.

6. Obtain PAN; activate VAT if needed.

7. Sign lease and register employer for SSF.

8. Start payroll and vendor TDS processes.

9. Align invoicing and contracts to permitted scope.

10. Launch reporting cadence and board pack.

Bulleted essentials

• Appoint a local compliance lead.

• Maintain a digital docket of approvals and certificates.

• Test VAT and TDS flows with one month of mock entries.

• Pre-clear any cross-border fees (royalty, services).

• Schedule a 45-day health check.

Risk radar: where foreign investors slip

• Using a liaison office for sales or invoices.

• Missing TDS on vendor or contractor payments.

• Delayed VAT returns after activation.

• Opening a bank account before entity approvals are in place.

• Misalignment between parent contracts and Nepal entity scope.

• Under-documented inward remittances lacking NRB evidence.

Why Nepal now?

• Strategic location between India and China for manufacturing and services.

• Competitive labor costs and English-speaking talent.

• Growing digital adoption in finance, IT, and services.

• Clearer FDI frameworks through FITTA 2019 and implementing guidelines.

• Incentives may apply by sector under the Industrial Enterprises Act 2076 and budget policies.

We rely on the Acts cited above and official regulator guidance notes. Where policy changes occur, we update scopes to stay compliant.

Packaging your project: how we help

Discovery (no-obligation): We map sector rules, entity choice, and budget.
Engagement letter: Scope, fees, timeline, and deliverables.
Project drive: Centralized documents and trackers.
Weekly stand-ups: Clear owners and due dates.
Handover: Pack of approvals, registers, and the compliance calendar.

Case-style examples 

• EU SaaS provider: FDI Pvt Ltd with VAT and payroll for 12 staff. Go-live in 7 weeks.

• Australian design firm: Liaison office for QA and vendor coordination. Costs cut by 22% vs full entity.

• Indian EPC firm: Branch office to perform a time-bound contract. TDS and VAT controlled; remittances cleared.

Pricing notes and assumptions

• Service fees exclude out-of-scope work, travel, courier, and legalization costs.

• Government fees and stamp duties vary by capital and locality.

• Timelines assume responsive sign-offs and complete documentation.

• Quarterly or annual price reviews apply for large scope changes.

• We honor a structured change request process to avoid surprises.

Frequently Asked Questions 

1) How long does business registration in Nepal take for FDI?
Most standard FDI private limited setups take 4–8 weeks. Complex sectors, high capital, or cross-border legalizations can add time.

2) What minimum capital is required for foreign investment?
FITTA does not set a uniform minimum. Sectoral policies and your business plan drive capital. Some sectors and incentives set thresholds.

3) Can a foreigner be a 100% shareholder in Nepal?
Yes, unless the sector is restricted or capped. Review the negative list and sector regulator requirements before committing.

4) Does a liaison office pay corporate income tax?
A liaison office does not conduct commercial sales. It files reports but does not compute corporate tax on Nepal sales.

5) What are the main taxes for a new Nepal company?
PAN, VAT if applicable, TDS on qualifying payments, and corporate income tax. Employers also handle SSF and payroll withholdings.