Checklist for Company Incorporation in Nepal (2026 Edition)

Company registration in Nepal is often the first and most critical step for foreign companies planning to enter South Asia. Nepal offers strategic access to India and China, a young workforce, and clear foreign investment laws. However, incorporation involves multiple approvals, documents, and post-registration obligations.

This 2026 checklist is designed as a single authoritative guide for foreign founders, CFOs, and legal teams. It walks you through every requirement, from name reservation to tax registration and ongoing compliance, using plain language and current law.

Nepal has steadily modernised its investment framework. Key drivers include:

• Liberalised Foreign Investment and Technology Transfer Act (FITTA) 2019

• Full foreign ownership allowed in most sectors

• Competitive operating costs compared to India and Southeast Asia

• Growing IT, outsourcing, energy, and consulting sectors

For many investors, the challenge is not whether to register a company in Nepal, but how to do it correctly the first time.

Legal Framework Governing Company Registration in Nepal

Before diving into the checklist, it is important to understand the laws that regulate incorporation.

Core Laws You Must Know

• Companies Act 2006
  Governs company formation, shareholding, directors, and filings.

• Foreign Investment and Technology Transfer Act 2019 (FITTA)
  Regulates foreign ownership, approvals, and repatriation.

• Industrial Enterprises Act 2020
  Sector classification and industry registration.

• Income Tax Act 2002
  Corporate tax, withholding tax, and permanent account number.

• Labour Act 2017 & Social Security Act 2018
  Employment and payroll compliance.

These laws form the backbone of company registration in Nepal for foreign companies.

Types of Legal Entities Available to Foreign Companies

Choosing the correct structure is a strategic decision.

Common Options

• Private Limited Company
  Most popular structure for foreign investors.

• Branch Office
  Suitable for project-based or parent-controlled operations.

• Liaison Office
  Non-revenue generating, market research only.

What Foreign Investors Usually Choose

Over 80 percent of foreign investors opt for a Private Limited Company, due to flexibility, limited liability, and local credibility.

Pre-Incorporation Checklist for Company Registration in Nepal

This is where most delays happen. Preparation matters.

1. Confirm Sector Eligibility for Foreign Investment

Not all sectors are open to FDI.

Check whether your business falls under:

• Fully open sectors

• Restricted sectors requiring approval

• Prohibited sectors (few and specific)

Professional verification avoids rejection at the Department of Industry.

2. Decide Shareholding and Capital Structure

Foreign companies must define:

• Shareholding percentage

• Minimum paid-up capital (varies by sector)

• Currency of investment

FDI typically requires inward remittance through a Nepal Rastra Bank-approved bank.

3. Appoint Shareholders and Directors

Key requirements:

• Minimum one shareholder

• Minimum one director

• Foreign nationals allowed as directors

Passports, photographs, and notarised documents are mandatory.

Step-by-Step Company Registration Checklist (2026)

Step 1: Name Reservation at OCR Nepal

Submit 3 proposed names via the Office of Company Registrar (OCR) portal.

Tips for approval:

• Avoid restricted or sensitive words

• Ensure name reflects actual business activity

• Check trademark conflicts early

Step 2: Prepare Incorporation Documents

You will need:

• Memorandum of Association (MOA)

• Articles of Association (AOA)

• Shareholder and director details

• Registered office address in Nepal

All foreign documents must be notarised and, in some cases, apostilled.

Step 3: File Company Registration Application

Submit documents online and pay government fees.

Once approved, you receive:

• Certificate of Incorporation

• Company Registration Number

This marks the legal birth of your company in Nepal.

Step 4: Foreign Investment Approval (FDI Approval)

Foreign companies must obtain approval from:

• Department of Industry (DOI) or

• Investment Board Nepal (IBN) for large projects

Approval is based on:

• Business plan

• Capital commitment

• Sector classification

Step 5: Open Bank Account and Bring Investment

After approval:

1. Open a company bank account in Nepal

2. Remit foreign capital

3. Obtain inward remittance certificate

This step is crucial for future profit repatriation.

Post-Registration Compliance Checklist

Company registration in Nepal does not end with incorporation.

Mandatory Registrations

• Permanent Account Number (PAN)

• VAT registration (if applicable)

• Industry registration

Employment and Payroll Setup

Foreign companies must comply with:

• Labour Act 2017

• Social Security Fund (SSF) registration

• Employment contracts under Nepali law

Failure here can trigger penalties.

Ongoing Statutory Compliance

You must maintain:

• Annual returns with OCR

• Tax filings (monthly, quarterly, annual)

• Audit reports

Professional compliance support is highly recommended.

Common Mistakes Foreign Companies Make

Avoid these costly errors:

• Choosing the wrong entity type

• Underestimating capital requirements

• Ignoring post-registration compliance

• Using generic MOA/AOA templates

• Delaying FDI approval filings

Timeline for Company Registration in Nepal (Realistic View)

Cost Breakdown for Foreign Company Registration

Costs vary by sector and structure.

Typical Cost Components

• Government registration fees

• FDI approval processing

• Legal documentation

• Tax and compliance setup

A realistic budget avoids surprises later.

Why a Checklist Matters for Foreign Investors

A structured checklist:

• Reduces approval delays

• Ensures legal compliance

• Protects repatriation rights

• Builds credibility with regulators

For foreign companies, process discipline equals risk reduction.

How Professional Support Simplifies Company Registration in Nepal

Experienced local advisors help with:

• Regulatory interpretation

• Documentation accuracy

• Government liaison

• Ongoing compliance

This is especially critical for foreign founders unfamiliar with Nepal’s regulatory culture.

Call to Action

Planning company registration in Nepal in 2026?

👉 Speak with our Nepal FDI and incorporation specialists to receive a personalised checklist, timeline, and cost estimate tailored to your business model.
Getting it right at the start saves months later.

Frequently Asked Questions (People Also Ask)

1. Can foreigners fully own a company in Nepal?

Yes. Foreigners can own up to 100 percent equity in most sectors under FITTA 2019.

2. How long does company registration in Nepal take?

Typically 4–6 weeks, including FDI approval and bank formalities.

3. Is a local director mandatory?

No. Foreign nationals can serve as directors in Nepalese companies.

4. What is the minimum investment for FDI in Nepal?

The minimum threshold depends on the sector and is set by government policy.

5. Can profits be repatriated outside Nepal?

Yes. FITTA 2019 allows repatriation of profits, dividends, and capital, subject to compliance.

Conclusion

Company registration in Nepal for foreign companies is straightforward when approached with the right checklist, legal clarity, and professional guidance. Nepal’s 2026 regulatory environment rewards investors who plan early and comply fully.

With the right structure, your Nepal entity can scale confidently and compliantly