Company registration in Nepal: costs and timelines 2025

Foreign founders often begin with one question: what will company registration in Nepal cost, and how long will it take in 2025? This in-depth guide answers both with practical budgets, realistic timelines, and clear steps. You will see the exact order of approvals for foreign direct investment, how fees scale with authorised capital, and what to prepare for tax and banking. With the right sequence and documents, company registration in Nepal is predictable and efficient.

Who this guide is for

• Overseas companies opening a subsidiary or joint venture in Nepal.

• CEOs, CFOs, and legal teams budgeting for incorporation and compliance.

• Investors comparing South Asia entry options across cost and speed.

• Project managers planning first-90-day operational readiness.

Snapshot for 2025: costs and timelines at a glance

• OCR registration fee bands (private company): commonly observed ranges from NPR 1,000 to NPR 43,000, scaling by authorised capital.

• FDI minimum investment: market practice reflects NPR 20 million per project, with specific treatment discussed for some IT activities.

• Typical timelines:

  • Local-shareholder company: ~2–4 weeks end-to-end.

  • Foreign-shareholder company (FDI): ~6–10 weeks for standard cases.

• VAT registration: plan 7–10 working days due to location verification.

• Central bank process: mandatory filings to preserve capital repatriation rights.

Legal foundations and regulators to know

• Companies Act, 2063 (2006): governs incorporation, filings, directors, and statutory registers.

• Foreign Investment and Technology Transfer Act (FITTA), 2019: governs foreign equity entry, modes of investment, and approvals.

• Foreign Investment & Foreign Loan Management Bylaw, 2078 (2021): central bank framework for capital inflow, share allotment, and repatriation.

• Industrial Enterprise Act, 2020: industrial registration and incentives.

• Key agencies:

  • Department of Industry (DOI): FDI approvals and industry registration.

  • Office of the Company Registrar (OCR): name reservation and incorporation.

  • Nepal Rastra Bank (NRB): capital inflow registration and repatriation rules.

  • Inland Revenue Department (IRD): PAN and VAT.

  • Local wards/municipalities: trade licenses and local permits.

Choosing your vehicle

Private limited company 

• Most common for foreign entrants.

• Limited liability; up to 101 shareholders.

• Fastest route to operations.

Public limited company

• Higher compliance requirements.

• Useful for large capital and future public offerings.

Branch office

• Extension of a foreign parent.

• Parent company bears liability.

• Suitable where the model requires direct overseas control.

Liaison (representative) office

• Non-revenue activities only.

• Market research, coordination, and promotion.

• Lower setup but strict scope limits.

FDI routes, minimums, and sector notes

• Minimum FDI: plan for NPR 20 million per project unless your activity qualifies under a different treatment (often discussed around certain IT activities).

• Approval scope: DOI handles most FDI approvals; very large or strategic projects may also involve the national investment authority framework.

• Sector-specific limits: consulting, aviation, telecom, and gaming have practical ownership thresholds or licensing layers. Always map your CPC code and activity wording before filing.

• Technology transfer and service agreements: align these with FITTA definitions and your tax and repatriation plan.

The correct sequence for foreign-owned incorporation

Order matters. Reversing steps creates delays.

1) FDI approval (DOI)

Prepare: application form, business plan, projected financials, draft MOA/AOA, shareholder KYC, and source-of-funds statements.
Time: typically 7–30 working days for standard cases; allow longer for regulated sectors.

2) Name reservation (OCR)

Propose a unique, activity-aligned name.
Time: usually 2–7 days. Maintain consistency across MOA/AOA and forms.

3) Incorporation (OCR)

Submit MOA, AOA, FDI approval letter, resolutions, identity documents, and office lease evidence.
Government fee: scales by authorised capital; private company ranges typically NPR 1,000–NPR 43,000.
Time: about 3–7 days once papers are in order.

4) Tax registrations (IRD)

Obtain PAN. Register VAT if thresholds apply or if customers require VAT invoices.
VAT time: plan 7–10 working days due to site verification.

5) Central bank compliance (NRB)

Register the intended capital inflow route. Bring in funds via banking channels. Complete share allotment within the required window. Maintain documentation for dividend repatriation.

6) Industry registration (if applicable)

Manufacturing and other specified activities may require an industry certificate aligned with the Industrial Enterprise Act. Coordinate via the One-Stop Service Centre where applicable.

7) Local licensing and labour onboarding

Secure local trade licenses if required by your municipality. Enrol employees in the Social Security Fund and issue compliant contracts and policies.

Company registration in Nepal: fees and realistic budget (2025)

Government fees are published; professional fees vary with scope and urgency. The table below uses realistic planning ranges.

Tip: Choose an authorised capital that covers your 18–24-month runway. Raising capital later triggers extra filings and time.

Timelines you can actually plan against

Local-shareholder company

• Name: 2–7 days

• OCR incorporation: 3–7 days

• PAN: 1–3 days

• VAT: 7–10 days
  Total: ~2–4 weeks

Foreign-shareholder company (FDI)

• DOI approval: 7–30 working days (longer if regulated)

• OCR: 3–7 days

• NRB inflow and share allotment: 1–2 weeks

• PAN/VAT: as above
  Total: ~6–10 weeks for standard projects

Document checklists

Shareholders and directors

• Valid passports and recent photographs.

• Board resolution authorising investment (for corporate shareholders).

• Address proof and brief source-of-funds note.

Company package

• Proposed name and main activity description.

• Draft MOA and AOA with exact wording alignment.

• Office lease or space commitment letter.

• Shareholding structure and authorised capital plan.

FDI-specific

• Business plan with revenue model and capex.

• Technology transfer or service agreements (if any).

• Undertakings on compliance and environment where applicable.

• Minimum investment confirmation aligned to policy.

Post-incorporation compliance

• Bank account and capital deposit as per NRB filings.

• Share allotment and statutory registers.

• Tax: monthly VAT returns (if registered), withholding tax, annual corporate tax.

• Labour: employment contracts, Social Security Fund enrolment, leave and overtime policy.

• Annual filings: OCR annual return, industry reports where applicable.

• Audit: appoint a licensed auditor and plan closing calendar early.

The five most common mistakes 

1. Starting with OCR before DOI for FDI. This inverts the lawful sequence and triggers rework.

2. Under-documenting source of funds. Banks delay inflows without clear evidence.

3. Low authorised capital to save fees. Later increases cost more time and filings.

4. Ignoring VAT until the first big sale. Verification takes time; plan it.

5. Assuming no sector limits. Check equity caps, licensing, and activity codes.

Your first 30–90 days: a practical roadmap

Days 1–10

• Confirm sector eligibility and equity caps.

• Finalise authorised capital for 18–24-month runway.

• Compile FDI pack: feasibility, KYC, MOA/AOA drafts, agreements.

Days 11–30

• File DOI and respond to queries.

• Complete OCR name reservation.

• Prepare office lease and compliance policies.

Days 31–60

• Complete OCR incorporation.

• Open the bank account and plan capital inflow.

• Obtain PAN and initiate VAT verification if required.

Days 61–90

• Bring in capital, complete NRB reporting, and share allotment.

• Finalise local licenses and SSF enrolment.

• Start monthly tax cycle and first audit planning.

Banking and repatriation essentials

• Use banking channels for all capital inflows.

• Keep share allotment decisions, payment proofs, and bank advices together.

• Align contracts with the repatriation plan (dividends, royalties, or service fees).

• Maintain a clean audit trail for future dividend and disinvestment repatriation.

Tax and labour overview (high-level)

• Corporate income tax: plan annual filings and estimated payments.

• VAT: register if thresholds apply or counterparties require VAT invoices.

• Withholding tax: apply for vendor payments and payroll.

• Labour: issue written contracts, register staff in SSF, and implement leave, overtime, and grievance procedures.

Quick comparison: local vs foreign-owned setup

Worked example: standard services subsidiary (illustrative)

Assumptions: service company in Kathmandu, modest office, no special licenses.

• Authorised capital: NPR 10–20 million to cover 18 months.

• Government fees: OCR within the private-company band.

• Professional support: legal filings, tax registrations, bank coordination.

• Timeline: DOI 2–4 weeks → OCR 1 week → NRB and capital inflow 1–2 weeks → PAN/VAT two weeks.

• Go-live: within 6–10 weeks with first hires onboarding by week 10.

Frequently asked questions (2025)

1) What is the minimum capital for foreign investors?
Plan for NPR 20 million per project. Some IT activities may have different practical treatment; confirm under your exact scope.

2) How much are government fees for incorporation?
Private-company OCR fees scale by authorised capital. A commonly referenced band is NPR 1,000–NPR 43,000. Professional fees are separate.

3) How long does VAT registration take?
Allow 7–10 working days because the revenue authority conducts on-site verification.

4) Can profits be repatriated?
Yes, when NRB procedures are followed for inflow, share allotment, tax clearance, and dividend declaration. Keep your documentation tight.

5) Where can I streamline multiple approvals?
Use the Department of Industry’s One-Stop Service Centre to coordinate permits and utilities alongside investment approvals.