Foreign investors are increasingly choosing Nepal for expansion. From IT outsourcing to hydropower, education, and tourism, the opportunities are growing. But before you can operate legally, you must complete company registration in Nepal — a structured process involving government approvals, documentation, and post-registration compliance.
This detailed 2025 guide explains:
Legal framework & regulators.
Entity types for foreign investors.
Complete document checklist.
Step-by-step registration process.
Sector-specific rules.
Post-incorporation obligations.
Strategic tips and common mistakes to avoid.
Under the Companies Act 2063 (2006) and Foreign Investment and Technology Transfer Act (FITTA 2019), all foreign companies must register before conducting business in Nepal. Registration provides:
Legal recognition to enter contracts, hire staff, and own assets.
Limited liability protection for shareholders.
Access to local and international banking.
Investor visas linked to the registered company.
Profit repatriation rights, guaranteed by FITTA, if the investment is properly registered with Nepal Rastra Bank.
1–100 shareholders.
Limited liability.
Up to 100% foreign ownership allowed in most sectors.
Most common for IT, BPO, services, and trading.
Minimum 7 promoters.
Can list shares on NEPSE.
Mandatory for banking, hydropower, and insurance.
Extension of parent foreign company.
Parent company bears full liability.
Requires DoI approval.
Non-commercial.
Used for research, brand promotion, or coordination.
Cannot generate revenue.
Foreign investors should prepare documents before arriving in Nepal to avoid delays.
Company Name Approval Letter (OCR).
Memorandum of Association (MoA).
Articles of Association (AoA).
Passport copies of foreign shareholders/directors.
Citizenship/NID for local shareholders/directors.
Recent photographs (as required).
Parent company incorporation certificate.
Board resolution authorizing investment.
Audited financial statements (sometimes required).
Power of Attorney (PoA) if using a local representative.
Board Resolution approving incorporation.
Project proposal (business activities, financial plan, staffing).
Shareholding structure.
Investment commitment.
Lease agreement or proof of office address.
Ward Office registration (post-incorporation).
Here’s how the process unfolds for foreign companies:
Apply through OCR’s eServices portal.
Must be unique and compliant.
Reserved for 30 days.
Draft in OCR-prescribed format.
Define company objectives clearly.
Broad wording recommended for flexibility.
Apply at Department of Industry (DoI).
Required for all foreign investments.
Submit project proposal, shareholder details, and capital plan.
Approval usually within 2–4 weeks.
Upload MoA, AoA, IDs, and FDI certificate.
Pay incorporation fees.
Receive Certificate of Incorporation (legal birth of company).
File at Inland Revenue Department.
PAN is mandatory; VAT applies if thresholds are exceeded.
Register office at local ward.
Annual renewal required.
Required for depositing investment.
Bank will need incorporation certificate, PAN, and board resolution.
Register investment inflows with Nepal Rastra Bank.
Essential for dividend and profit repatriation later.
| Entity Type | Ownership | Key Documents | Allowed Activities |
|---|---|---|---|
| Private Limited | 100% foreign allowed | MoA, AoA, IDs, FDI approval, lease | Full commercial activity |
| Public Limited | 100% foreign (sector rules apply) | MoA, AoA, 7 promoters, FDI certificate | Large-scale, regulated |
| Branch Office | 100% parent owned | Parent company docs, DoI approval | Parent’s business only |
| Liaison Office | N/A | Parent docs, PoA, OCR registration | Promotion & research |
After incorporation, companies must:
File annual returns with OCR (shareholding, auditor reports).
Conduct mandatory audit by a licensed auditor.
Register with Social Security Fund (SSF) for employees.
Deduct and submit taxes at IRD (corporate tax, VAT, TDS).
Renew ward registration annually.
Register and clear dividends/royalties with NRB before repatriation.
Not registering with NRB: Without NRB approval, you cannot repatriate profits.
Narrow MoA scope: Leads to restrictions on new activities. Draft broadly.
Liaison office misuse: Some investors mistakenly use liaison offices for commercial work, which is prohibited.
Ignoring sector rules: Banking, insurance, hydropower, and telecom require extra licenses.
Compliance gaps: Late filings attract penalties and damage reputation.
Company registration in Nepal is clear but requires careful planning and proper documentation. Foreign investors can complete the process in 6–8 weeks if steps are managed efficiently.
👉 At Digital Consulting Ventures, we specialize in end-to-end registration support: drafting MoA/AoA, securing FDI approval, and ensuring NRB compliance. Contact us today to start your Nepal market entry with confidence.
How long does it take to register a company in Nepal?
Usually 6–8 weeks for foreign investors, including FDI, OCR, and compliance.
What documents are needed?
MoA, AoA, IDs, FDI approval, PoA (if agent), and office lease.
Can foreigners own 100% of a Nepalese company?
Yes, in most sectors permitted under FITTA 2019.
Do I need a Nepali partner?
No, unless operating in restricted industries.
What happens after registration?
You must register for tax, complete NRB registration, file annual returns, and maintain audits.