Registering a company in Nepal as a Non-Resident Nepali (NRN) living abroad may seem daunting. Complex legal steps, paperwork in Nepali, and coordinating with government offices remotely can be challenging. However, with the right information, foreign company registration in Nepal for NRNs is absolutely achievable. This comprehensive guide breaks down each step of the process and provides tips tailored to individual NRNs who want to open a business in Nepal while being overseas. We will cover everything from reserving a company name and preparing documents (MoA/AoA) to using a Power of Attorney (POA) for remote registration, obtaining necessary approvals like FITTA, getting PAN/VAT registration, opening a bank account, and more. We’ll also highlight NRN-specific considerations – such as your eligibility to own 100% shares, how your visa or NRN ID card factors in, and rules about bringing investment capital into Nepal. Common challenges (like verifying a local address or notarizing documents abroad) are discussed with practical solutions.
Throughout the guide, we’ll mention how professional services like Digital Consulting Ventures (DCV) can support NRNs in registering their business remotely. The language is kept simple and non-technical for any global Nepali solo founder or diaspora member to follow with ease. Let’s dive into the step-by-step process so you can start your entrepreneurial journey in Nepal confidently, even from thousands of miles away.
Before starting the registration process, it’s important to understand who qualifies as an NRN and what special rights you have. The term Non-Resident Nepali (NRN) typically includes two groups: (a) foreign citizens of Nepali origin (people of Nepali heritage who have acquired foreign citizenship), and (b) Nepali citizens residing abroad (who haven’t given up Nepali citizenship). Both categories are recognized by Nepal’s laws. If you fall into either, you can obtain an official NRN ID card from the Nepalese government which confirms your status.
NRN Investment Rights: One big advantage for NRNs is that Nepali law allows you to invest and do business in Nepal with almost the same freedom as a resident Nepali citizen. According to Section 13 of the NRN Act 2064, a foreign citizen of Nepali origin who invests in Nepal has the same rights as a Nepali citizen in any industry or business. In other words, NRNs can own 100% of the shares in a Nepali company. Unlike other foreign nationals, you don’t need a local partner just to satisfy ownership requirements – you can be the sole proprietor/shareholder if you wish. This equal treatment is even envisioned by the Constitution of Nepal, underscoring the nation’s intent to welcome NRN investment.
However, even though you have rights equal to locals in running a business, your investment is still considered “foreign” money. NRNs are categorized as foreign investors under Nepal’s foreign investment laws. This means your investment must follow the Foreign Investment and Technology Transfer Act (FITTA) framework – for example, you need to invest in permitted business sectors (not in the restricted list) and generally must meet certain minimum capital requirements. As of recent policies, the minimum investment for any foreign investor (including NRNs) is NPR 20 million (around USD 150,000) in equity capital. In practice, this is the threshold to register a new foreign-owned company in Nepal. The government can waive or adjust this minimum for priority sectors or special cases, but most NRN investors should be prepared to bring in that level of funding. It’s a shift from past rules (older guidelines mentioned NPR 5 million or even NPR 50 million at different times), so always check the latest requirement when you’re planning your investment.
NRN Identity Card & Visa: While the NRN ID card isn’t strictly required to register a company, it is highly recommended to obtain it. The card serves as proof of your NRN status and grants you certain perks. For example, with an NRN ID, you can open a foreign currency account in Nepal easilyand you’re entitled to a special NRN visa. An NRN visa is usually a long-term, multiple-entry visa that allows you to stay in Nepal freely as long as your NRN card is valid (up to 10 years for foreign passport holders of Nepali origin). This can be very useful if you need to spend extended time in Nepal for your business. If you’re still a Nepali citizen living abroad, you won’t need an NRN visa (you use your Nepali passport), but if you’ve taken foreign citizenship, the NRN visa is your ticket to come and go without hassle. Keep in mind that if you did hold Nepali citizenship before and have since renounced it, you must use the NRN card – you cannot use your old citizenship ID for company registration. Instead, you’ll use your foreign passport and NRN card as identification.
Repatriation of Investment: Another NRN-specific consideration is the ability to repatriate funds. The law explicitly allows an NRN to repatriate the money they invest, and any profit or dividend earned from that investment, back to their residence country in a convertible foreign currency. This is a significant benefit – it means you can eventually take your money (and earnings) out of Nepal, provided you follow the proper procedures when bringing the money in and pay applicable taxes. The Nepal Rastra Bank (central bank) will oversee these transfers, but Section 9 of the NRN Act guarantees your right to repatriate in the “manner prescribed” despite any other law. Essentially, Nepal wants to assure NRNs that their investments won’t be stuck in the country indefinitely.
In summary, as an NRN you are eligible to fully own and operate a company in Nepal, with the same legal standing as Nepali nationals in most respects. You should obtain your NRN ID card, be mindful of the foreign investment regulations (like sector permissions and minimum capital), and be prepared to document your incoming investments properly for future repatriation. With these fundamentals in place, let’s move on to the actual company registration process step by step.
Registering a company in Nepal involves several stages. Below, we outline each step in order, focusing on what an NRN needs to do when handling it remotely. This assumes you want to form a Private Limited Company, which is the most common and suitable structure for most entrepreneurs (and it allows 100% foreign or NRN ownership in permitted sectors). The Office of the Company Registrar (OCR) is the government body that oversees company incorporation in Nepal. We will start from the very first task of reserving a name and end with post-registration tasks like tax registration.
The first formal step is choosing and reserving your company name. Nepal, like many countries, requires that your company’s name be unique and not too similar to an existing company’s name. You also must follow naming guidelines – for example, the name shouldn’t clash with any trademarks and must include an acceptable suffix like “Pvt. Ltd.” for a private company.
To reserve the name, you (or your representative) will submit a name reservation request on the Office of the Company Registrar’s website. The OCR has an online portal (accessible at ocr.gov.np) where you can search for name availability and propose your desired name. If you prefer, you can also file a paper application at the OCR office in Kathmandu, but online is faster and can be done remotely. When filing the name reservation, you usually provide up to two or three name options in order of preference, in case your first choice is rejected or already taken. The OCR will check that the name isn’t duplicate or offensive and meets their criteria.
Timeline: Name approval is typically quick – often within 1 to 3 working days, you’ll get a response. If the name is approved, you’ll receive a Name Reservation Certificate or approval letter. If the name is rejected (perhaps because it was too similar to an existing name or didn’t follow guidelines), you can modify the name and apply again. Once you get approval, that name will be reserved for you for a certain period (usually 45 days). You must proceed with the company registration within that time, or the reservation will lapse.
Tips: Come up with a distinct name that reflects your business. Avoid using only generic terms. Also, decide on a Nepali version of the name if your name is in English, because you might need to provide the name in Nepali script during registration. Having a reserved name is the first concrete step toward your new company.
With the name reserved, the next step is to prepare all the documents required for company incorporation. This is a crucial phase where most of the paperwork is done. The main documents you will need are:
Memorandum of Association (MoA) – This is the foundational document of the company. It states the company’s name, registered address, the objectives or purpose of the company, details of the share capital (how much capital, how it’s divided into shares), and the names of the promoters (founders) along with their shareholdings. Essentially, the MoA answers “who, what, where, and how much” for the company.
Articles of Association (AoA) – This outlines the internal rules of the company. It covers how the company will be managed, the powers and duties of directors, procedures for meetings and decision-making, and so on. The AoA can be thought of as the company’s rulebook or bylaws.
Application Form – There is a standard application form for registering a company, as prescribed by the Companies Act 2063. In the online OCR portal, this is an e-form you fill out. If you’re filing in person, it’s a paper form. The form will include basic information like the proposed company name, registered office address, objectives, share structure, details of shareholders, and directors, etc.
Identification Documents of Promoters – For each promoter (shareholder) of the company, you must submit identification.
If the promoter is a Nepali citizen, a notarized copy of their citizenship certificate is required.
If the promoter is an NRN with foreign citizenship (like yourself, presumably), you should provide a notarized copy of your passport. In addition, it’s wise to include a copy of your NRN ID card to affirm your status (and any visa if you have used one to enter Nepal, though if you haven’t visited Nepal yet, you might not have a visa stamp – that’s okay). The OCR application will have a section for “foreign investor details” where these documents go.
Joint Venture or Shareholders Agreement (if any) – If you have multiple promoters and you’ve made an internal agreement (for example, between you and a local partner or among several NRN investors) about how you’ll run the company or share profits, you can include that agreement. It’s not mandatory unless requested, but it can be submitted for record. Many single-owner companies won’t need this.
Registered Office Address Proof – You need to declare a local address in Nepal as the company’s registered office. At the time of registration, you typically provide just the address in the forms. However, very soon after (for tax registration and local ward registration) you will need evidence of that address. It’s best to prepare it now. Usually, the evidence includes:
A copy of the lease/rent agreement for your office space (or if you own property in Nepal, a copy of the ownership papers).
A copy of the house owner’s citizenship certificate (if renting).
A recent utility bill (electricity or water) of that property as an address proof.
For the company registration filing itself, OCR may not ask for the utility bill or owner’s citizenship at the submission stage, but the Inland Revenue Department and local Ward office will definitely require them right after incorporation. Therefore, it’s wise to have these documents ready. If you are renting, talk to your landlord and get copies of their citizenship ID and an electricity bill for the location. If you have no fixed office yet, many NRNs initially use a family residence or a friend’s address as the registered office (with their permission) and later change it. Just ensure whatever address you use, you can obtain these supporting documents.
Notarization and Translation: All the documents you prepare have to be in Nepali or accompanied by an official translation. The Memorandum and Articles must be in Nepali language (the law requires it, although you can do bilingual by adding an English version – but the Nepali will be the governing text). If you don’t write Nepali yourself, you will need help from a lawyer or professional who can draft the MoA/AoA for you in Nepali. (Typically, law firms or consultants have standard templates for MoA/AoA which they tailor to your company’s details and objectives. For example, DCV can prepare these for you based on your input, in Nepali.)
Also, make sure to notarize copies of all your identification documents (passport, NRN card, etc.) before submitting. Notarization means a notary public certifies that the copies are true copies of the original. If you’re abroad, you can notarize in your country. You might later need to have them attested by Nepali embassy as well (to be extra safe for acceptance in Nepal), which we will cover under the POA step next.
By the end of Step 2, you should have a set of prepared documents: your MoA, AoA, filled application form, and copies of IDs and address proofs (notarized and translated as needed). Getting these documents right is arguably the most labor-intensive part of the process. But once they’re ready, the rest is more about approvals and submissions.
Since you (as an NRN) will be investing in Nepal from abroad, you need to comply with the Foreign Investment and Technology Transfer Act (FITTA) 2019 procedures. This is a crucial step before or parallel to submitting your company registration application to the OCR. Essentially, Nepal wants to approve the inflow of foreign capital and ensure it’s in a permitted sector.
For most NRN investors, the Department of Industry (DoI) is the authority that handles foreign investment approval for regular industries up to a certain investment amount (larger investments above a higher threshold might go to the Investment Board of Nepal, but for NPR 20 million or similar investments, DoI is the place). Here’s what you need to do:
Submit an investment proposal/application to DoI: You (or your appointed representative in Nepal) will submit an application outlining your proposed investment. This proposal typically includes details like the name of the proposed company, business activities (objectives), total investment amount, source of funds, details of investors (your name, nationality – you’ll mention you are NRN, and include your NRN card copy), and the equity percentage (which would be 100% NRN in your case). You also attach a draft of the MoA/AoA, and a copy of your passport/NRN card, along with a cover letter. The Department of Industry provides a form or checklist for foreign investment proposals – essentially, you are asking for approval to bring foreign currency and invest in your company. NRN investments are considered foreign investments, so this step is mandatory.
Review by authorities: Once submitted, the proposal is reviewed. The DoI will check that your planned business is not in the negative list (e.g., certain sectors like defense, gambling, etc. are not open to foreign investment). They’ll also see that you meet the minimum capital requirement. Assuming all is in order, the approval is usually straightforward. This review can take around a week; the law actually has provisions that a decision should be made within 7 days of receiving all required info. In practice, be prepared for about 1–2 weeks. They might contact you (or your local agent) if they need any clarification or additional documents during this review period.
Approval (Investment Approval Letter): Once the DoI (or relevant authority) is satisfied, they will issue a Foreign Investment Approval Letter. This letter is very important. It formally allows you to invest the specified amount in the specified company. It may contain terms, for instance: “Permission is granted to Mr. XYZ (foreign citizen of Nepali origin) to invest NPR X (or equivalent in foreign currency) in [Your Company Name] Pvt. Ltd. to undertake [business activity].” It will usually direct that the investor must bring the funds through the banking channel and comply with reporting to Nepal Rastra Bank. With this approval in hand, you can proceed to incorporate the company at OCR. In fact, OCR will often ask for a copy of this approval if the promoters include foreign nationals, to ensure the investment side is cleared.
Minimum Capital Requirement Note: As mentioned earlier, ensure your proposed paid-up capital in the company is at least NPR 20 million (unless you have special permission for a lower amount). For example, if you plan to start small with say NPR 5 million, you might run into a compliance issue since current policy sets 20 million as the floor for foreign investors. Many NRNs who want to start smaller businesses find this rule challenging. The government occasionally revises these rules, and sometimes certain sectors (like IT startups or tourism SMEs) get relaxation. Check if any current exemption is in place. Otherwise, you may need to commit to the 20 million capital (you don’t have to bring it all at once necessarily, but you’ll need to show that as the initial capital of the company). Some NRNs bring in say $50k first and the rest in phases, but get approval for the full amount and note the schedule. Consult with a professional if in doubt – they can advise if any phased investment or smaller amount is feasible under present regulations.
Obtaining the FITTA approval might sound bureaucratic, but it’s a standard process. The good news is that Nepal has been trying to streamline it – proposals are often approved quickly if you have all paperwork right. Also, since NRNs are encouraged, you won’t face any extra hurdles beyond what any foreign investor faces. Once you have this approval letter, you are ready to move to the actual company registration with OCR.
(Side note: If you were physically in Nepal and needed a business visa, this approval letter would be the document based on which immigration gives you a visa. But as an NRN, you likely opt for the NRN visa which doesn’t require showing this letter to immigration. Still, keep this letter safe for future needs, like opening bank accounts or if you ever need to prove to another agency that your foreign investment is approved.)
This step is critical for NRNs who cannot be in Nepal for the paperwork: setting up a Power of Attorney (POA). A Power of Attorney is a legal document that appoints someone (an agent or attorney-in-fact) to act on your behalf for specific tasks. In this case, you’ll authorize a trusted person in Nepal to handle the company registration formalities for you.
Why do you need a POA? Consider that the MoA and AoA need to be signed by all promoters, and applications need to be submitted to government offices. If you’re not in Nepal to sign documents or present identification, your appointed attorney can sign and submit on your behalf using a POA. The OCR actually accepts a POA document so that the agents can sign incorporation papers for absent promoters. In the list of documents required for registration, a Power of Attorney (अख्तियारनामा) is listed if any promoter cannot be present – along with the citizenship copy of the attorney.
Here’s how to set up a POA from abroad:
Choose Your Attorney: This should be a person in Nepal whom you trust deeply, because they will effectively be standing in for you in legal processes. It could be a relative, a friend, or a professional service provider (e.g., a lawyer or a consulting firm representative). Many NRNs go with a lawyer or a firm like DCV for this role, which is practical since they are experienced and neutral. Whoever it is, you’ll need their full name, address, and citizenship number to include in the POA document.
Draft the POA Document: The POA has to clearly state that you (the “Principal”) are giving authority to X (the “Attorney”) to do certain acts on your behalf. In this context, list out actions like: signing the MoA and AoA of the company, submitting applications to the Company Registrar’s office, receiving the certificate of incorporation, signing and submitting documents to the Inland Revenue Department for PAN/VAT, opening bank account if needed, and any other related tasks to establish the company. You can be as detailed as possible. The document should be in Nepali if possible, because it will be used in Nepal. Often, lawyers in Nepal can email you a draft in Nepali with English translation for your understanding. The format generally starts with your details (name, passport no, address) and the attorney’s details, then the list of powers you grant, and your signature and a witness signature. Ensure it has a clear heading like “Power of Attorney” and is dated.
Notarize the POA: Once the POA draft is ready, you need to sign it in front of a Notary Public in your country. Some Nepali embassies require that you sign in front of them, but generally the sequence (if you are far from an embassy) is:
Sign the POA and have it notarized by a local notary in your city.
If your country is part of the Hague Apostille Convention and Nepal accepted apostilles, you could apostille it. (Nepal is not a party to the Apostille Convention, so typically, apostille alone isn’t recognized.)
Therefore, usually the next step is Embassy/Consulate attestation. Take or send the notarized POA to the Nepali Embassy or Consulate covering your region. The embassy will attest the document, which basically means they certify that the notarization and document appear valid. Nepali embassies regularly handle POA attestations for their citizens abroad. You might need to pay a fee and provide identification when doing this. Some embassies ask that the POA be prepared in Nepali on official Nepali stamp paper; if that’s impossible, they might attach a certification letter. Check the specific procedure with the embassy – many have guidelines on their website.
Once attested, the POA becomes legally acceptable in Nepal.
Courier the POA to Nepal: After you have the attested POA in hand, send the original document to your attorney in Nepal via a reliable courier (DHL, FedEx, etc.). Scanned copies are usually not sufficient for legal use – the original with stamps is needed.
When your attorney in Nepal receives the POA, they can now act fully on your behalf. They will attach the POA document in the company registration application as evidence of their authority to sign for you. They will also attach a copy of their own citizenship certificate (since government needs ID of the person who’s signing). This way, even though you might still be sitting in New York, London, Sydney or anywhere in the world, your company’s papers can be signed and submitted in Kathmandu as if you were present.
Important: Only give POA to someone you trust, and limit the powers to what is necessary. A general POA is not recommended – be specific that it’s for company registration and related activities. You can always revoke the POA later once the work is done (revocation should be sent to the same embassy or via public notice in Nepal).
By completing this step, you have effectively placed a “legal proxy” for yourself in Nepal, which makes the next steps of the process manageable from afar.
Now comes the moment to formally register the company with the Office of the Company Registrar (OCR). At this stage, you have a reserved name, prepared incorporation documents, foreign investment approval (if applicable), and a Power of Attorney in place (if you’re not personally in Nepal). With these in hand, your next move is to file the registration application.
You have two ways to file: online or in-person. Since you are an NRN abroad, the online filing through the OCR portal is most convenient, typically with your attorney or representative handling the on-ground formalities. Here’s how the submission works:
Create OCR Account: If filing online, your representative will create an account on the OCR’s official website (ocr.gov.np) under your name or their name (there’s a sponsor/agent concept). They’ll fill in the company details electronically. This includes entering all the info from your MoA/AoA into the system (company name, address, objectives, shareholder details, share capital, etc.). The system will generate a digital application form that mirrors the physical one.
Attach Documents: All the documents you prepared in Step 2 need to be uploaded (if online) or attached as hard copies (if offline). This includes:
Scanned copy of Name Reservation approval letter.
Memorandum of Association (signed by you/attorney).
Articles of Association (signed by you/attorney).
Foreign Investment Approval Letter from DoI (attach the PDF or scan, if applicable).
Notarized ID of Promoters: passport/NRN card copy for you, citizenship copy for any Nepali co-promoter, all notarized. If online, these scans should be clear.
Power of Attorney document (scan of the attested POA) along with attorney’s citizenship copy.
A recent passport-sized photo of each promoter may be required in the form (the online system often asks for digital photos to be uploaded).
Any other required forms, such as a self-declaration or compliance with the Companies Act – usually the main form covers it, but check if any supplemental form is listed.
Pay Registration Fee: The company registration process involves a government fee which depends on your company’s authorized capital. For instance, for an authorized capital up to NPR 1 million, the fee is NPR 1,000; for 1–10 million, it’s NPR 4,500; and it increases in slabs. Since your company might have authorized capital equal to your investment (say NPR 20 million), you can estimate the fee from the OCR fee schedule. Your representative can pay this fee either via an online payment gateway (if available) or by visiting the bank counter after getting a payment voucher from OCR. If paying offline, you get a deposit slip from OCR and pay at a designated bank, then obtain a receipt.
Submit Application: Once everything is filled and attachments are in place, the application is submitted. If online, you click submit and the system queues it for review. If offline, your attorney will physically submit the file at the OCR office. In both cases, you will receive an application reference number.
Review and Approval by OCR: After submission, the OCR officials review all the documents. They check that the MoA/AoA are in order (objectives are clearly stated and lawful, shares are properly allocated), that all required documents are present, and that for any foreign investor the approval letter is attached. If something is missing or incorrect, OCR typically issues a query or objection note. For example, they might say the name in the MoA doesn’t exactly match the reserved name, or ask for clarification on an objective that sounds like a regulated activity. Your representative can correct any issues – sometimes it’s as simple as re-uploading a clearer copy of a document or submitting an additional paper. Once all is satisfactory, the OCR will approve the registration. According to the service standards, this can happen within 3-7 working days of a complete application (often closer to 3 days if everything is correct).
Obtain the Certificate of Incorporation: Upon approval, the OCR issues a Company Registration Certificate (Incorporation Certificate). This is an official certificate with the company’s name, registration number, date of registration, and signed by the Registrar. If filing online, your representative can download a PDF of the certificate. They may also collect a physical certificate from the OCR office. The date mentioned on this certificate is your company’s birthdate in legal terms. Congratulations – at this point, your company exists legally!
Along with the certificate, OCR provides a copy of the MoA and AoA stamped/endorsed by them, and the company’s unique registration number. These will be needed for future references.
Your company is now registered, but there are a few more steps before it’s fully ready to operate. The next steps involve tax registration and making the company operational.
After incorporation, an NRN-founded company must fulfill the same post-registration requirements as any Nepali company. The key immediate tasks are obtaining a Permanent Account Number (PAN) for tax purposes, registering for VAT if needed, and registering the business with local authorities. Let’s go through these:
Tax Registration (PAN): In Nepal, every company must register with the Inland Revenue Department (IRD) to get a Permanent Account Number. The PAN is the business tax ID that will be used for all tax filings (income tax, VAT, etc.). Operating without PAN is illegal, so this is usually done right after incorporation, ideally within 15 days. Since you as an NRN won’t be present, your attorney or a tax consultant in Nepal can do this for you (you can also give them a separate limited POA for tax if needed, but often the same attorney can handle it).
To get a PAN, you’ll go to the local Taxpayer Office (there’s one in each area; in Kathmandu there are several depending on your company’s address). The process now is partly online and partly in-person:
First, an online application is filled on the IRD’s online system (called “Revenue Administration Information System”). Your representative can do this.
Then, you submit supporting documents at the tax office. These typically include: a copy of the Company Registration Certificate, a copy of the MoA and AoA, passport size photos of the company’s director (or the person signing on behalf of company), and proof of company address. The address proof means you need to show your rent agreement, the house owner’s citizenship, and a utility bill for the address – this is where those documents prepared in Step 2 come into play. Additionally, the tax office often asks for a location sketch/map of the business location and the company rubber stamp. The location map is a simple hand-drawn map showing where the office is (relative to major landmarks). The company stamp you can have made in Kathmandu easily (it’s a small seal with your company name).
Once everything is submitted, the tax office issues a PAN registration letter with your PAN number. If your business will be collecting VAT (Value Added Tax) – which is required if your annual turnover is expected above NPR 5 million, or if you are in certain lines of business – you can apply for VAT registration simultaneously. In that case, they’ll issue a combined VAT/PAN Certificate (the number is same for both). For VAT, they may ask additional info like your projected financial transactions.
Typically, PAN registration is completed within a day if documents are in order. You’ll get a paper certificate (and nowadays an electronic printout) showing the PAN.
Ward Office Registration: In Nepal, businesses are also encouraged or required (depending on local rules) to register with the local ward office or municipality where the business is located. This is a local government registration primarily for record and to pay a nominal annual business tax to the local body. After your company is registered, you take a copy of the company registration certificate to the ward office (the ward corresponding to your registered address). They will have you fill out a simple form and submit:
A copy of the Company Registration Certificate,
A copy of PAN registration (sometimes they ask for it),
The lease agreement and owner’s consent letter (if any),
and an application listing the nature of your business.
The ward office will then issue a Ward Registration Certificate (sometimes called a “Dhara 50” registration, referencing a section of the Local Governance Act). You typically have to pay a small fee (could be a few hundred or couple of thousand rupees depending on municipality). This certificate is important for compliance and often needed when opening a bank account or applying for certain licenses. Moreover, it needs to be renewed every fiscal year by paying a renewal fee. It’s basically a local license to operate at that location.
Not all entrepreneurs do this immediately, but it’s legally expected, and skipping it might cause issues if inspectors come or when you try to get other permissions. So, have your representative get the ward registration done soon after PAN.
Industry-Specific Licenses: Depending on what business your company will do, there might be other registrations or licenses. For example:
If you are opening a travel/tourism business, you may need a Tourism Department license.
If into export/import, you’ll need to register with the Department of Customs to get an EXIM code (export/import code).
If it’s an IT company in a tech park, maybe a registration with Department of IT.
For a financial business, there are central bank licenses, etc.
Basic consulting or trading businesses don’t have extra licenses beyond PAN/VAT and ward. But more regulated industries do. Make sure to research requirements for your specific sector. DCV or legal consultants can guide you on this as well.
By the end of Step 6, your company should have:
A PAN (or VAT/PAN) certificate for taxation.
A ward registration certificate for local operations.
Possibly any other necessary licenses.
You should also open a ledger at the Tax Office (the authorities will expect you to maintain accounts and file annual tax returns and monthly VAT returns if applicable). But as you’re just starting, the immediate need is getting the registration done.
Now your company is legally ready to operate, except for one key thing: money in the bank to actually start business. That’s Step 7.
The final foundational step is to open your company’s bank account in Nepal and bring in the investment capital. Having a corporate bank account is essential for doing any transactions, like paying expenses, receiving revenue, and injecting your own funds.
Opening the Bank Account:
Choose a bank in Nepal that is comfortable handling foreign investments. Big commercial banks (Nabil, Standard Chartered, Himalayan Bank, etc.) often have dedicated help for opening accounts for companies with foreign owners.
To open the account, you’ll generally need:
The Company Registration Certificate (copy).
The PAN registration certificate (copy).
A Board Resolution authorizing the opening of the account and naming the authorized signatories. Since you likely have a single shareholder/director company, a resolution signed by you (or your attorney as your representative) is given. If you have multiple directors, they will decide who will operate the account.
Identification of the account operators: if it’s you, then your passport and NRN card; if it’s your local director/nominee, their citizenship ID. The bank will do KYC for whoever is the signatory.
The company stamp (to stamp the account opening forms).
Ward registration certificate (some banks ask for it to verify the address).
Since you as the NRN owner are not physically there, you might initially authorize your local representative (director or attorney) to be the account signatory. Later, when you visit Nepal, you can also get added as a signatory to the account by updating KYC at the bank. Discuss this with the bank – different banks have different policies for non-resident signatories; some might insist on seeing you in person at least once for due diligence.
The bank will open a current account (checking account) for your company. They may also open a separate account to receive the foreign investment. Typically, when bringing foreign currency as share capital, it’s either directly sent into the company’s account or a temporary account is set up to receive the remittance. Consult the bank and your DoI approval letter instructions.
Injecting Capital (Remitting Funds):
With the account open, you can now remit your investment funds from abroad to Nepal. This is usually done in foreign currency (USD, EUR, etc.). The Department of Industry approval letter will indicate the amount you’re authorized to bring. When you send the money, ensure you use the proper purpose code and details so that it’s clear this is share capital for your company.
The funds will arrive in the company’s bank account. The bank will issue an Influx/Transfer Certificate or credit advice confirming the foreign currency amount received and converted to Nepali Rupees.
You must report this to Nepal Rastra Bank (NRB) through the bank. The NRB keeps track of foreign investments. Usually, the bank will forward the details to NRB and NRB will issue a Letter of Foreign Investment Record. This document is important for future repatriation – it’s proof that you brought in $X which is registered as foreign investment in [Company Name]. Keep this safely.
If your DoI approval required any post-incorporation filings (like showing you injected the capital within a certain timeframe), make sure to submit the bank’s certificate to DoI as well. Sometimes DoI wants to see that the money came in, to fully “activate” the approval.
Now, your company’s paid-up capital is in its bank account, ready to be used for the business. You can start using the account for expenses or operational transactions.
Repatriation Note: As mentioned, because you followed the rules – got DoI approval and routed money via banking channels – you have safeguarded your ability to later repatriate profits or even the principal amount. Should you declare dividends, you can approach NRB through your bank to send those dividends out to your overseas account, after paying Nepali taxes. The same for if you sell your shares in the company later – you’d get approval to send the sale proceeds out. This is all allowed “notwithstanding anything in prevailing law” as per the NRN Act, which is a reassuring point for NRN investors.
At this juncture, you have completed all necessary steps to register and set up your company as an NRN. The company is legally registered, tax-compliant, locally registered, and capitalized. You can now focus on running your business.
Before concluding, let’s discuss a few extra considerations and then answer some frequently asked questions that NRNs often have.
Even though the process above is broadly similar for any foreign investor, as an NRN you have some unique considerations. Here are additional tips and points to keep in mind:
100% Ownership Allowed: To reiterate, NRNs can own 100% of a private limited company in Nepal. There is no legal requirement to have a Nepali citizen partner or any government shareholder. The law explicitly provides that you can operate as a Nepali in business. So, unless you personally want local partners for business reasons, you can retain full ownership. This is a great advantage in sectors like IT, trading, consulting, etc., where you might not need local investors.
Nominee Directors or Local Help: While you don’t need a local director by law, consider the practical aspects. If you will not be in Nepal often, it might be wise to appoint a local nominee director or at least a manager who can act with the company’s authority in everyday matters. This could be the person you gave POA to or someone from a service provider. They can sign routine documents, agreements, cheques, etc., on your behalf when you’re away. However, ensure this person is trustworthy. If you appoint them as a director, they will have legal responsibilities too. Many NRNs keep themselves as Managing Director and have a trustworthy person as a second director or company secretary. If you’re the sole director, you can still authorize an employee or attorney to represent the company for specific tasks. The takeaway is: have a dependable point-of-contact in Nepal for your company. Firms like DCV can also serve in such roles (for example, acting as the company secretary or authorized representative) to fulfill local presence needs.
Local Address and Virtual Offices: Securing a physical address is mandatory, but that doesn’t mean you need to rent a big office if you don’t need one immediately. Many new companies start by using a virtual office or sharing space. Since you need that lease and proof for registration, you might arrange something temporary just to get started. There are companies that offer virtual office services in Kathmandu – they give you an address and handle your mail. DCV, for instance, assists clients by arranging a local address (with proper documentation) for those who don’t have one, ensuring that the address verification step is cleared. Just remember to update the OCR and tax office if you change your address later. Changing the registered office is a procedure that requires a board resolution and informing OCR, but it’s doable. So you’re not stuck with the first address forever if it’s not part of your long-term plan.
Document Notarization and Legalization: One of the pain points for remote registration is dealing with documents across borders. Some tips:
Always make multiple notarized copies of your passport and NRN card. You will use them at various steps (OCR, bank, etc.) and it’s good to have extras.
When you get the POA attested by the embassy, consider asking for a couple of originals if they allow it. Sometimes they sign two originals (one to use, one spare).
If any document is in a foreign language (even English might be considered foreign in some cases), get a Nepali translation by a certified translator in Nepal. For example, if the DoI asks for a project report or something in English, a Nepali version might speed up understanding.
Keep scans of everything. That way if a document is misplaced en route, you have a backup to quickly reprint (though the originals with stamps would need re-attestation in worst case).
Communicate with your representative at every step to ensure they received the documents and that the authorities found them acceptable.
Time Zone and Communication: You will be working across time zones. Nepal’s offices typically operate 10am to 5pm Nepali time (which can be vastly different from US or Europe time). Be ready to have some late-night or early-morning calls with your representative. Schedule regular check-ins during the process. Using email is good for record-keeping, but often a quick phone call or Viber/WhatsApp chat with your Nepali agent can resolve a lot of small confusions quickly, especially when dealing with government staff who might not respond quickly to emails.
Professional Assistance vs DIY: Given the complexity, many NRNs opt to use professional services (law firms or consulting companies) to handle the heavy lifting. This is sensible if you can budget for it, because it saves time and prevents mistakes. A single error in paperwork could delay things by weeks. Services like Digital Consulting Ventures (DCV) specialize in remote company setup for NRNs and can manage everything from drafting documents to running around government offices, as we’ll outline in the next section. If you choose to go fully DIY, just double-check each step against official guidelines or through informal networks (even asking questions in NRN forums or Reddit can help). But having a knowledgeable partner on the ground is often worth it.
Compliance and Ongoing Responsibilities: Once your company is up and running, remember that you will have ongoing compliance duties:
Annual financial statements and annual returns must be filed with OCR.
Tax returns (annual income tax, and monthly/quarterly VAT if applicable) have to be filed with the tax office.
You need to renew your local ward registration each year and renew any licenses that expire.
If you hire employees, you’ll need to register for social security and provident fund as per Nepali law.
Keep a calendar of these or, again, hire a firm/accountant to handle annual compliance. Many NRNs make the mistake of thinking once registered, nothing more is needed. But falling out of compliance can lead to penalties or even the company being struck off. So it’s worth maintaining a small budget for professional services to file things on time since you’re not physically present to be reminded by notices.
By anticipating these considerations, you’ll not only get your company registered but also set it up for smooth operation thereafter. Next, let’s see how a consulting service can specifically assist NRNs in this whole journey, and then we’ll move to the FAQ section to answer some common queries.
Establishing a company from overseas involves lots of coordination. Digital Consulting Ventures (DCV) is one of the firms that specialize in helping entrepreneurs abroad (especially NRNs) navigate Nepal’s registration process without hassle. Here’s how DCV can make your life easier if you engage their services:
End-to-End Guidance: DCV provides comprehensive consultation from day one. If you’re unsure about any requirements or eligibility, DCV will clarify them for you. They stay up-to-date with the latest laws and regulations in Nepal (including changes to the Companies Act or investment policies) and will inform you of exactly what’s needed. This saves you from potentially outdated information. They essentially handhold you through each step, which is invaluable if you’re doing this for the first time.
Document Preparation and Filing: One of the biggest pain points is preparing MoA/AoA and all those forms correctly. DCV’s legal experts prepare your Memorandum and Articles of Association tailored to your business objectives, ensuring compliance with Nepal’s Companies Act and format. They fill out the application forms on your behalf, gather the necessary supporting documents, and even draft any required cover letters or explanations. In short, they take care of the paperwork. For example, if your company needs a specific clause in the MoA to allow a certain business activity, DCV will know to include it. They also handle the translations and notarizations in Nepal for documents that need them.
Power of Attorney Representation: As discussed, you’ll likely issue a POA to get things done. If you don’t have a personal contact to act for you, DCV can serve as your attorney-in-fact. They will provide a staff member (often a lawyer or company secretary from their team) to be named in the POA. This person will then sign the MoA/AoA on your behalf, submit all applications to OCR, deal with any queries from the Registrar, and collect your incorporation certificate. Essentially, DCV becomes your presence in Nepal. They already have experience dealing with the OCR officials, so they can proactively address any issues in the application (sometimes having relationships at the offices helps speed up processing too, as they know exactly whom to talk to for any follow-ups).
Local Address and Nominee Services: If you don’t have a local address, DCV can arrange one for you. They often have office space or an arrangement to let client companies use their address initially. They will provide the necessary address proof documents (like the lease and utility bill) as part of their service, so your application and PAN registration go through without a hitch. Additionally, if needed, DCV can act as a nominee director or company secretary for corporate formalities. For instance, if having two directors makes banking easier, DCV can temporarily provide a qualified person to sit on your board (subject to agreement and legal compliance) or simply be an official company secretary who can sign routine documents. This helps maintain your company’s local operations in good order. All such arrangements are done transparently via agreements to ensure your ownership and control are never compromised.
FITA Approval and Liaison with Government: DCV will prepare and submit the foreign investment approval application on your behalf as well. They know what the Department of Industry expects in an NRN investment proposal and will compile the necessary project details, financial forecasts (if needed), and the cover letters. They will follow up with DoI to secure the approval letter. Likewise, if any clarifications are sought by the DoI or OCR, DCV will respond promptly. They essentially liaise with all government bodies – OCR, DoI, NRB, Tax Office, Ward Office – so you don’t have to directly interact with these agencies from abroad.
Post-Registration Support: DCV’s support doesn’t end with the company being registered. They help obtain the PAN and VAT registrations (filling the tax forms, coordinating the tax office visit) and the ward office registration as part of their package. They’ll also guide you in opening the bank account – often they can recommend which bank is easier for foreign clients and even set up meetings or assist in paperwork for the account. If needed, they accompany you or represent you at the bank to ensure the account opens and is linked to the foreign investment approval for NRB’s records.
Ongoing Compliance and Consulting: Since DCV is a consulting venture, they can continue to assist your company even after it’s set up. This might include bookkeeping, annual filings, arranging audits (Nepali law requires an audit report annually even for Pvt. Ltd. companies), and ensuring you meet all legal deadlines. For an NRN who cannot be in Nepal frequently, having a reliable local firm handle these tasks provides peace of mind. DCV can send you periodic updates on compliance or any regulatory changes that might affect your business. For example, if a new rule comes that affects NRN investors or if the tax law changes, DCV would inform and advise you accordingly.
Simple Communication & Language: DCV being run by bilingual professionals means they communicate with you in English (or Nepali, if you prefer) without jargon. They understand the diaspora perspective – many on their team might themselves have international exposure. This ensures there are no communication gaps or misunderstandings. They will provide progress reports so you are always in the loop. Essentially, they act as your project manager on ground, coordinating between various moving parts (lawyers, government offices, notaries, etc.) and delivering you results.
In summary, Digital Consulting Ventures (DCV) can turn a complicated remote registration process into a smooth experience. They handle the red tape, so you can focus on planning your business. For NRNs who value their time and want to avoid the frustration of Nepal’s bureaucracy, leveraging such professional support is often the smartest decision. Many NRN-founded companies have successfully launched in Nepal with DCV’s assistance, underscoring how effective their support can be.
(Disclaimer: While we use DCV as an example here because the question asks for it, there are of course other firms too. But the key is to choose a reliable partner if you go that route. DCV is noted for its specialization in diaspora services, which is why it’s highlighted.)
With your company registered and experts by your side, you’re ready to start operating. To conclude this guide, let’s address some frequently asked questions that often come up for NRNs registering companies remotely.
Q1: Can a Non-Resident Nepali (NRN) really own 100% of a company in Nepal?
A: Yes. NRNs (especially those who are foreign citizens of Nepali origin) are legally allowed to own 100% shares of a company in Nepal. The law treats NRN investors on par with resident Nepalis. Section 13 of the NRN Act ensures that a foreign citizen of Nepali origin has the same business rights as a Nepali citizen. This means you do not need a local partner for the sake of fulfilling any ownership quota – you can be the sole shareholder and can also be the sole director of your company. (Do note that if you ever plan to convert the company to a public company or similar, different rules apply, but for a private limited, 100% NRN ownership is perfectly fine.)
Q2: Do I need to be physically present in Nepal to register my company?
A: No, you don’t need to be in Nepal to complete the registration. You can handle it remotely through a Power of Attorney (POA). By appointing a trustworthy person or a professional (like a consulting firm’s representative) as your attorney, they can sign all documents and represent you at the Office of Company Registrar. The POA process involves you signing the document abroad and getting it notarized and attested by a Nepali Embassy, as described above. Once that’s done, your attorney in Nepal carries out the registration. Many NRNs have registered companies while never setting foot in Nepal during the process – it’s entirely feasible. Just remember to choose a reliable attorney. If you plan to open a bank account, at least one visit to Nepal might be needed eventually to meet bank requirements (depending on the bank), but for the company incorporation itself, presence can be fully by proxy.
Q3: What are the minimum investment requirements for NRN investors?
A: NRNs have to abide by Nepal’s foreign investment rules. The current policy (under FITTA 2019 and subsequent regulations) sets a minimum foreign investment of NPR 20 million for company registration This means your company’s initial paid-up capital should usually be at least NPR 20 million if you’re the sole foreign shareholder. There have been different figures in the past and proposals to change it – at one point NPR 50 million was discussed, but as of now NPR 20 million is the threshold used in practice for most sectors. Certain industries or special cases might have higher requirements (for example, a bank or insurance company needs far more capital by law). There is also a provision that the government can waive the minimum investment on a case-by-case basis or for priority sectors– say for a tech startup or an R&D company, they might allow a smaller sum. But such waivers are exceptions, not the rule. So, plan for roughly $150,000 investment at minimum. This doesn’t all have to be cash – it could include the value of equipment or intellectual property you bring in, but cash is the straightforward way. If you cannot invest that much right away, one workaround some NRNs do is to have a small percentage of local shareholding so that technically the “foreign” investment portion is smaller. For instance, if a Nepali relative holds 10% shares, the foreign portion is 90%, and the authorities might be flexible on the 90% of 20 million (effectively NPR 18 million) instead of full 20. However, these arrangements must be genuine and not just on paper, and rules can be interpreted strictly. It’s best to discuss with a legal expert if budget is an issue.
Q4: Do I need an NRN ID card to register a company in Nepal?
A: The NRN ID card is not a mandatory document for the act of company registration, but it is strongly recommended. When you submit your documents to OCR, they will primarily look at your passport (since you’re a foreign national). They might not explicitly ask for the NRN card. However, possessing an NRN card makes your life easier in many ways:
It proves you are an NRN investor, which means authorities know you are entitled to certain benefits (like you don’t need to fulfill the typical $50,000 minimum that was in older rules, because you follow the NRN rules instead, which now is NPR 20 million as we discussed).
Banks will likely require an NRN card to open a foreign currency account for you. Also, if you ever apply for the NRN visa or any government facility, the card is essential.
When repatriating funds or dividends later, having the NRN status documented helps because NRB regulations explicitly reference NRN investors.
So, while you can start the process without the NRN card (some NRNs file for company registration and NRN card in parallel), you should obtain the card at the earliest. The NRN card issuance involves applying through the embassy or the Ministry of Foreign Affairs with proof of your Nepali origin and paying a fee. It’s usually valid for 10 years at a times. In summary: not required to submit to OCR, but practically necessary for an NRN doing business in Nepal.
Q5: What documents do I need to provide from abroad and what needs to be notarized?
A: From your side (abroad), you will primarily provide:
Passport copy – notarized. This is your primary ID as a foreign investor.
NRN Card copy – notarized, if you have it by then.
Power of Attorney – the original attested by embassy (as discussed in detail).
Passport-size photographs – a few, which you can scan and email to your representative for affixing on forms.
If you had previous Nepali citizenship that you renounced, sometimes people include a copy of that (or ancestor’s citizenship) to validate NRN status, but the NRN card suffices for that purpose.
Any signed forms: If your representative sends you the MoA/AoA to sign (in case you don’t do a POA for some reason and you want to sign the documents yourself), you would sign those and courier them. However, typically with a POA, you won’t need to physically sign MoA/AoA yourself; your attorney in Nepal will sign on your behalf.
All copies of documents that are not originally Nepali-issued should be notarized. The notarization certifies that it’s a true copy of the original. For instance, your passport copy should bear a notary stamp. If documents are in a language other than English or Nepali, they should be translated. English documents are generally accepted by OCR and other offices, but Nepali translation is officially required for the main incorporation documents. DCV or your lawyer in Nepal will prepare Nepali versions of MoA, AoA, application form, etc., so you wouldn’t need to translate those yourself. The key is, any document you send from abroad (passport, POA, etc.) should arrive in Nepal in a form that Nepali authorities consider legal – that’s why we emphasize consular attestation for the POA and notarization for copies.
Q6: How long does the whole process take from start to finish?
A: The timeline can vary, but let’s break down an ideal scenario:
Name Reservation: 1-3 days for approval.
NRN Card (if you apply fresh): This could take a couple of weeks or more, but you might already have it. We won’t count it in the core timeline if not needed immediately.
Foreign Investment Approval (DoI): Roughly 7-10 days if all paperwork is in order. Could be faster, could be a bit longer if queries arise or if the board meeting of the approving authority is delayed.
Document preparation: This depends on you and your lawyer. If templates are ready, the MoA/AoA drafting and finalizing might take 2-5 days. Translating, notarizing your passport, etc., can be done parallel. Biggest variable is the POA: preparing and getting the POA attested might depend on the embassy’s appointment schedule. If you’re quick, that could be done in 3-5 days, plus courier 3-5 days. Let’s say ~2 weeks to be safe to get all documents in Nepal after you initiate POA.
Company Registration at OCR: Once filed, about 3-7 days to get the certificate. Let’s assume 5 working days on average.
PAN/VAT registration: 1-2 days (often same day service if you go in morning, but let’s budget a couple of days).
Bank account opening: This can be 1 day to open after you have all docs, but could take a week if bank has internal processes or if they need your physical presence or board resolutions etc. Suppose around 3-5 days.
Bringing in capital: An international wire transfer typically takes 2-5 days. Getting NRB acknowledgment maybe another few days if needed.
In total, if everything is lined up perfectly, it might be possible in as short as 3-4 weeks (about one month). However, that’s optimistic. More realistically, accounting for unforeseen delays (like a name rejection, a document that needed revision, someone key being on holiday, courier delays, etc.), 6-8 weeks is a comfortable estimate. We advise NRNs to start the process at least 2-3 months in advance of when they hope to have the company operational. If you’re hiring professionals like DCV, they often fast-track many steps and know the shortcuts, so that helps tighten the timeline. But as the saying goes, “hope for the best, plan for the worst” – have some buffer time in your plan.
Q7: Do I need a local partner or local director by law?
A: No, you do not. Legally, an NRN can be the sole shareholder and the sole director of a private limited company. There is no legal requirement to have any Nepali citizen in the company ownership or board. (For public companies, you need at least 7 shareholders, but that’s another story and generally not what NRNs abroad start with.) The confusion sometimes arises because general foreign investors (non-NRN) sometimes involve local “sleeping partners” for convenience or due to sectoral caps, but those don’t apply to NRNs in normal cases. That said, practically, you might find it useful to have someone local involved, as mentioned earlier. But it’s entirely your choice. If you do involve a local partner, ensure you formalize the arrangement properly – many NRNs partner with family or friends informally and later disputes arise. Treat it as a business relationship: define roles, profit sharing, exit mechanisms in writing.
Q8: What is FITTA approval and will I always need it as an NRN?
A: FITTA approval refers to getting your investment sanctioned under the Foreign Investment and Technology Transfer Act. Yes, as an NRN with foreign citizenship, you will almost always need this because you’re bringing in foreign currency and by definition that falls under foreign investment. The only case you might not need FITTA approval is if you are a Nepali citizen NRN (meaning you still hold Nepali passport but live abroad) – then if you’re sending money from your own account, technically it’s not “foreign investment” because you’re a Nepali citizen. It would be considered your domestic investment (even if the money came from abroad, legally they might treat it as a remittance then investment). In such case, you could register the company without going through DoI. However, if you are in that category, be mindful: if the money was earned abroad and you want to repatriate earnings later in foreign currency, not having a FITTA route could complicate repatriation. So some Nepali citizen NRNs still choose to route as “foreign investment” to keep repatriation option clean. But for foreign passport holding NRNs, FITTA process is a must. This involves making sure your sector is open to investment (most are, except a few like retail trading, which even NRNs technically shouldn’t do at small scale, or restricted sectors like defense, etc.), then filing the proposal, as we did in Step 3. It’s mostly a formality to ensure compliance with national investment policies and to register your investment with the central bank for future foreign exchange dealings.
Q9: What challenges might I face during this process, and how can I overcome them?
A: We covered many challenges in the guide, but to summarize common ones:
Finding a reliable local agent: If you don’t have someone, use professional firms. Always check credentials or get referrals for anyone you plan to trust.
Delays in correspondence: Sometimes you might feel things are moving slow. Don’t hesitate to politely nudge via your representative. It’s normal to follow up frequently in Nepal’s bureaucratic system.
Changing regulations: If something changes (like minimum investment amount or a new online system), be adaptable. For instance, OCR recently updated to an online registration system – if you started offline, you might have had to switch. Having current information (via consulting experts or official notices) is key. The Sources section of this article references official Acts and guidelines – use those as needed to double-check any advice you get.
Document issues: A small typo in your documents (like your name spelling, or a mismatch in one of the forms) can cause hiccups. Triple-check all paperwork. If Nepali isn’t your strong suit, have a second set of eyes (another lawyer or friend) review translations to make sure they say what you intend.
Integration of systems: Sometimes the OCR, DoI, and NRB might not be perfectly in sync. You might finish OCR and then NRB asks for a copy of something through the bank, or DoI wants the company certificate after the fact. Just keep all these entities in the loop. After registration, visit DoI with your company certificate to let them know company is formed – they might then issue a final approval or forward info to NRB.
Each challenge can be solved with patience, proper advice, and by staying organized. Our step-by-step approach in this guide is meant to preempt many of these issues so you can avoid them.
Q10: Can I repatriate my profits or sell my company later and take the money out?
A: Yes, one of the benefits given to NRN investors is the freedom to repatriate profits and the capital. This is guaranteed by law, but you must follow the official process to do so:
If you earn profits in Nepal and pay applicable taxes on them, you can distribute dividends to yourself. You’ll need to get a tax clearance certificate and then apply through your commercial bank to Nepal Rastra Bank (NRB) for approval to remit the dividend. NRB will check that the profit was genuine, taxes are paid, and then approve the remittance in foreign currency to your account abroad.
If you decide to close the company or sell it, you can take back the investment amount (and any capital gain after taxes). For this, having that NRB record of your initial investment is crucial, as it shows the baseline of what you brought in. Repatriation of the initial investment can typically be done when the company is liquidated or the shares are sold, again through NRB’s approval.
There are also no capital gains taxes for NRNs on certain investments as per some policies (for example, selling stocks might be tax-free for NRNs to encourage investment, as hinted by “No Capital Gains Tax” in some NRN literature– though specific tax laws apply, usually 5-15% on capital gains for others).
In summary, yes you can take your money out. Just make sure every rupee you bring in is well-documented. Use bank channels for everything – do not bring money as cash in hand thinking to inject it, because that won’t be recognized as official investment. As long as you play by the rules, Nepal allows you to enjoy the returns on your investment back home.
These FAQs cover the typical concerns NRNs have. If you have a question that’s not addressed here, always feel free to reach out to professional consultants or use official government resources for clarification.
Nepal’s Companies Act, 2063 (2006) – This act (with its amendments) is the primary law governing company incorporation and management in Nepal. It outlines the requirements for forming a company (e.g., having a Memorandum and Articles of Association, at least one shareholder for a private company, etc.) and the registration process. The Office of the Company Registrar (OCR) operates under the Ministry of Industry, Commerce, and Supplies to implement this act. For instance, the Companies Act prescribes the use of standard forms for registration and mandates that companies maintain certain registers and file annual returns. It’s the legal backbone of everything discussed in this guide regarding company structure and registration steps.
Non-Resident Nepali (NRN) Act, 2064 (2008) – This special act provides the framework for NRN rights and privileges. Notably, it defines who is an NRN and ensures that Foreign Citizens of Nepali Origin are treated at par with Nepali citizens in matters of industry and business. It allows NRNs to open and hold accounts in foreign currency in Nepali banksand crucially grants the right to repatriate investment and profits in foreign currency, notwithstanding any other laws that might restrict foreign exchange. The NRN Act is what enables NRNs to invest freely in Nepal and enjoy benefits like long-term visas and property purchase rights (within prescribed limits). It’s the reason this guide can confidently state that NRNs can own 100% of companies and take their money out – because the law explicitly says so.
Foreign Investment and Technology Transfer Act (FITTA), 2019 – This act regulates all foreign investments in Nepal. Under FITTA, NRN investments are categorized as foreign investment, which means NRNs must comply with the procedures like any other foreign investor. FITTA lists what counts as foreign investment (equity investment, reinvestment of earnings, loans, etc.) and specifies the sectors open for FDI and those restricted (Negative List). It also gives the government the authority to set minimum investment thresholds – currently set at NPR 20 million for equity investments. This act is why NRNs need an approval from Department of Industry; it ensures foreign funds meet national interests and documentation. The FITTA and its regulations tie into central bank rules for repatriation as well, making it a key piece of the legal puzzle for NRNs doing business.
Office of the Company Registrar (OCR) Guidelines and Online Portal – The OCR provides practical guidelines for registering companies. For example, the OCR’s official steps include name reservation, document submission, examination, fee payment, and certificate issuance. The OCR has also published the fee schedule based on authorized capital. Its online portal (application.ocr.gov.np) now allows entrepreneurs to handle name search, form submission, and tracking digitally. OCR guidelines require that all submitted documents be either in Nepali or accompanied by certified translations, which is relevant for NRNs submitting foreign documents. Furthermore, sample documents from OCR show that a Power of Attorney is accepted as part of the registration packet when a promoter isn’t present. These guidelines, while not “law” per se, are authoritative instructions that ensure you meet the legal requirements in practice.
Nepal Government Policy Updates (2019–2025) – In recent years, Nepal has introduced policy changes to make business easier and encourage NRN investment. For instance, a 2021 amendment via ordinance formally allowed One Person Companies and recognized NRNs as promoters without any bureaucratic hurdles. The Constitution of Nepal 2015 also includes provisions to encourage the involvement of the diaspora in national development, which buttress laws like the NRN Act. Periodic announcements (like Budget speeches or Investment Board guidelines) have reaffirmed the minimum investment requirements and the commitment to NRN-friendly policies. It’s wise to stay updated through official sources such as the Ministry of Industry or Nepal Rastra Bank circulars. The references used in this guide, including law firm publications and government guides reflect the state of law up to 2025. Always double-check if there have been new amendments or policy changes after that, to ensure compliance.
By referring to these sources – the actual Acts for legal specifics and the OCR/DoI guidelines for procedural clarity – NRN entrepreneurs can gain confidence and ensure they are following the law at every step of their company registration process in Nepal.