Company Formation Essentials: How to Register Your New Business

If you are evaluating Private vs public company in Nepal, your first structural decision will shape taxation, compliance, control, and capital strategy. For foreign companies entering Nepal, choosing the right company form is not just procedural. It is strategic.

Nepal’s legal framework is governed primarily by the Companies Act 2006, the Foreign Investment and Technology Transfer Act 2019 (FITTA), and the Income Tax Act 2002. These laws determine how foreign investors structure operations, repatriate profits, and manage regulatory exposure.

This guide breaks down everything foreign companies need to know. We compare private and public companies, explain incorporation steps, outline compliance obligations, and highlight risk considerations.

If your goal is market entry, scalability, and capital protection, this is your roadmap.

Understanding the Legal Framework for Company Registration in Nepal

Nepal’s corporate environment is centralized under the Office of the Company Registrar (OCR). All companies must register here.

Foreign investment approvals are handled by the Department of Industry or the Investment Board Nepal, depending on sector and size.

Core Laws Governing Company Formation

• Companies Act 2006
• FITTA 2019
• Income Tax Act 2002
• Industrial Enterprises Act 2020
• Labour Act 2017

These statutes define ownership limits, director requirements, shareholder rules, compliance reporting, and tax rates.

For foreign companies, structure determines regulatory friction. That is why the Private vs public company in Nepal question matters early.

Private vs Public Company in Nepal: Key Differences

1. Private Limited Company (Pvt. Ltd.)

A private company is the most common structure for foreign investors.

Core features:

• 1–101 shareholders
• Minimum 1 director
• No public share offering
• Shares transferable with restrictions
• Cannot invite public subscriptions

This structure is flexible. It is ideal for FDI-backed subsidiaries and joint ventures.

2. Public Limited Company (Ltd.)

A public company is more regulated.

Core features:

• Minimum 7 shareholders
• Minimum 3 directors
• Can issue shares to the public
• Eligible for stock exchange listing
• Higher governance standards

Public companies are used for large-scale enterprises or capital markets access.

Comparison Table: Private vs Public Company in Nepal

Insight:
For 90% of foreign entrants, a private company offers better control, lower compliance cost, and faster setup.

Why Most Foreign Companies Choose Private Limited Structure

Foreign companies entering Nepal usually prioritize:

• Control over shareholding
• Simplified reporting
• Faster decision-making
• Easier capital injection

A private limited company aligns with these goals.

Public companies make sense only if:

• You plan domestic capital raising
• You aim for Nepal Stock Exchange listing
• You operate in capital-intensive sectors

Step-by-Step Guide: How to Register a Company in Nepal

Here is the standard incorporation roadmap:

Step 1: Name Reservation

Submit proposed name to OCR.

Approval typically takes 1–3 working days.

Step 2: Draft Constitutional Documents

Prepare:

• Memorandum of Association
• Articles of Association
• Share structure details

Step 3: Foreign Investment Approval (If Applicable)

Under FITTA 2019:

• Submit project proposal
• Declare capital structure
• Obtain FDI approval from DOI

Step 4: Incorporation Filing

Submit to OCR:

• Shareholder documents
• Director details
• Registered office address
• Capital structure

Step 5: Tax Registration

Register for:

• PAN (Permanent Account Number)
• VAT (if applicable)

Under the Income Tax Act 2002, corporate tax is generally 25%, unless sector-specific incentives apply.

Step 6: Bank Account & Capital Injection

Inject approved foreign capital through formal banking channels to ensure repatriation eligibility.

Step 7: Post-Incorporation Compliance

• Share register
• Minutes book
• Statutory filings
• Annual returns

Compliance Requirements: Private vs Public Company in Nepal

Annual Compliance (Private Company)

• Annual return filing
• Financial statement submission
• Tax return filing
• Audit (if threshold met)

Additional Public Company Obligations

• Board committees
• Public disclosures
• SEBON reporting (if listed)
• Prospectus compliance

Public companies face more regulatory scrutiny.

Tax Considerations for Foreign Investors

Under the Income Tax Act 2002:

• Corporate tax: 25% standard
• Withholding tax on dividends: generally 5%
• Loss carry forward allowed (up to 7 years in many cases)

Repatriation is permitted under FITTA 2019, subject to documentation and tax clearance.

Foreign investors must ensure:

• Capital is formally recorded
• Transactions are properly documented
• Dividend distribution is board-approved

Governance and Control Implications

Private companies allow:

• Share transfer restrictions
• Flexible director appointment
• Founder control retention

Public companies require:

• Broader board representation
• Shareholder disclosure
• Governance transparency

For strategic FDI structures, governance flexibility is often critical.

Risk Architecture: What Structure Quietly Determines

Your company type affects:

1. Future capital raising
2. Exit strategy flexibility
3. Compliance cost structure
4. Investor perception
5. Regulatory exposure

Structure decisions are hard to reverse.

That is why expert planning matters.

When Should You Choose a Public Company?

Consider public structure if:

• You plan IPO within 5–7 years
• You require large domestic capital
• You operate in infrastructure or banking
• Government regulations require public structure

Otherwise, private remains optimal.

Common Mistakes Foreign Companies Make

• Choosing structure before regulatory mapping
• Underestimating annual compliance cost
• Ignoring dividend repatriation planning
• Failing to document capital flows
• Not aligning structure with exit strategy

Each mistake creates downstream friction.

Frequently Asked Questions 

1. Which is better: private or public company in Nepal?

For most foreign investors, private limited companies are better. They offer flexibility, lower compliance burden, and easier management control.

2. Can a foreigner own 100% of a private company in Nepal?

Yes, subject to sectoral restrictions under FITTA 2019. Many sectors permit full foreign ownership.

3. What is the minimum capital requirement?

Nepal does not impose a universal minimum capital. However, FDI thresholds apply for foreign investors.

4. Can a private company convert into a public company?

Yes. Conversion is allowed under the Companies Act 2006. Additional compliance requirements must be met.

5. How long does company registration take?

Typically 7–15 working days, depending on FDI approval complexity.

Conclusion: Private vs Public Company in Nepal – Make the Right First Decision

Choosing between a Private vs public company in Nepal is not merely administrative. It defines governance, taxation, control, and scalability.

For most foreign companies entering Nepal, a private limited structure provides:

• Faster setup
• Lower regulatory burden
• Greater strategic flexibility

However, capital-intensive projects may require public structuring.

If you are planning to register a company in Nepal, get the structure right from day one.