Company registration in Nepal: OCR forms and documents 2025

Company registration in Nepal is clear once you know which OCR forms and attachments to prepare. This 2025 playbook gives you the exact documents, sequences, and checkpoints used by successful foreign founders. You will see step-by-step actions for FDI approval, OCR filing, NRB recording, and post-incorporation compliance. Sentences are short. Jargon is decoded. You can copy the checklists straight into your project plan.

Who this article helps

• Foreign owners setting up a private limited subsidiary.

• Multinationals opening a branch or liaison office.

• Investors navigating FDI approval under FITTA 2019.

• Teams that want a document-by-document upload pack and timeline.

The legal frame to keep in mind (2025)

• Companies Act 2063 (2006) governs incorporation and filings with the OCR.

• FITTA 2019 governs foreign investment approvals and technology transfer.

• The minimum foreign investment is NPR 20 million per foreign investor. This floor took effect on 14 October 2022 and remains the operative threshold in 2025.

• NRB regulates inflows of equity and foreign loans. Banks issue inward remittance certificates in the prescribed schedule.

• OCR aims to complete registrations within statutory time frames where documents are complete.

These points shape your sequence: FDI approval → OCR incorporation → NRB recording → tax and local registrations.

Company registration in Nepal: the complete OCR forms checklist

Below is the standard route for a private limited company with foreign shareholding. Branch and liaison variations follow later.

A. Create your OCR e-services account

• Register a user profile and verify your email.

• Keep the credentials secure. The same account manages post-incorporation filings.

B. Reserve the company name

• Search for similar names and submit at least two options.

• Avoid restricted terms and confusingly similar words.

• Name approvals expire. Mark the expiry date in your plan.

C. Complete the Application for Incorporation 

• Enter entity details, registered address, and authorized capital.

• Add directors, shareholders, and beneficial owners as prompted.

• Ensure the share structure matches your FDI approval.

D. Upload the mandatory documents

Prepare clean, text-searchable PDFs. Keep file sizes within portal limits.

Core uploads

• Memorandum of Association (MOA) signed by all subscribers.

• Articles of Association (AOA) signed by all subscribers.

• Name approval letter.

• Registered office evidence (lease or owner’s consent).

• Director consent letters.

Identity and authority

• Passports of individual shareholders and directors.

• For corporate shareholders: certificate of incorporation, charter documents, and a board resolution approving the investment and nominating an authorized signatory.

• Power of Attorney if a local representative signs.

If foreign shareholding

• FDI approval letter (DOI or IBN, as applicable).

• Financial Credibility Certificate (FCC) from a regulated bank in the investor’s home country.

• Certified translations for non-English or non-Nepali documents.

E. Pay the incorporation fee

• The fee scales with authorized capital.

• Keep the payment acknowledgement for your records.

F. Respond to OCR queries

• OCR may issue a clarification note.

• Reply within the stated window. Attach corrected or additional files as needed.

G. Receive the digital certificate

• OCR issues a Certificate of Incorporation.

• Store a soft copy and a printed copy. Maintain a board minute noting receipt.

The master document pack 

1) Private limited subsidiary

• MOA and AOA.

• Passports of investors and directors.

• Corporate shareholder pack: certificate, charter, board resolution, and POA.

• FDI approval letter and FCC.

• Registered office proof and utility bill.

• Director consents and share subscription details.

2) Branch office of a foreign company

• Parent company certificate and charter documents.

• Board resolution to open a Nepal branch and appoint a representative.

• Representative’s ID and POA.

• Local office lease.

• Sector-specific approvals where required.

• FDI approval if triggered by the activity or sector.

3) Liaison (representative) office

• Parent documents and a resolution confirming non-commercial scope.

• Activity statement limited to liaison functions.

• Representative’s ID and POA.

• Local office lease and contact details.

• FDI approval if required by sector.

4) Company not distributing profit (non-profit)

• Minimum seven promoters.

• MOA/AOA reflecting social objectives and no dividend distribution.

• Governance framework and board structure details.

• Activity plan and funding sources.

FDI first, then incorporation: the correct sequence

Step 1 — Foreign investment approval under FITTA 2019

Prepare and submit an FDI application to the Department of Industry (DOI) or the Investment Board Nepal (IBN), depending on project size and sector.

Typical FDI pack

• Business plan with five-year projections.

• Capital structure and shareholding table.

• Investor identities and corporate documents.

• FCC from a regulated bank.

• Board resolutions and POAs.

• Draft MOA/AOA or clear objects for the entity.

Step 2 — Check the minimum investment

• Each foreign investor must meet NPR 20 million at a minimum.

• Structure tranches if needed, but align with approvals and NRB rules.

Step 3 — Incorporate at OCR

• Attach the FDI approval to the incorporation application.

• Ensure consistency across MOA/AOA, FDI approval, and capital tables.

Step 4 — Record funds with NRB

• Remit equity through banking channels.

• Obtain the inward remittance certificate in the prescribed format.

• Keep NRB and bank records for future repatriation and audits.

Table — Which documents go where? (2025)

Timelines you can plan for

• Name reservation: 1–3 working days.

• OCR incorporation: 2–10 working days, subject to queries.

• FDI approval: 2–6 weeks, depending on sector and completeness.

• NRB recording: 3–7 working days after funds arrive.

• PAN/VAT and ward registration: 3–5 working days.

These ranges are typical for clean, complete files. Always keep buffer time for clarifications.

Costs and fees: what to expect

• OCR fee depends on authorized capital.

• FDI application fees apply at DOI or IBN.

• Notarization and translation costs vary by jurisdiction.

• Local setup includes lease, stamp papers, company seal, and board stationery.

• Professional fees cover drafting, filings, banking coordination, and compliance setup.

Build a contingency line for re-notarization or corrections.

The “no-miss” upload pack 

Corporate documents

• MOA and AOA, aligned with the approved business scope.

• Board resolution approving investment, share subscription, and signatories.

• If a group is involved, add a structure chart.

Investor identity

• Passports of all shareholders and directors.

• Corporate profiles and audited financials where requested.

• Proof of address for KYC purposes.

FDI and banking

• FDI approval letter and any conditions.

• FCC from a regulated bank.

• Inward remittance certificate after equity is received.

Local

• Registered office lease or owner consent.

• Utility bill matching the address.

• Director consents and specimen signatures.

OCR form names and screens you will see

• Name Reservation request screen.

• Application for Incorporation wizard (Form A in common usage).

• Directors and Shareholders data entry pages.

• Document Upload module with file type prompts.

• Payment module with fee summary.

• Clarifications screen for replies to examiner queries.

Pro tip: Keep file names descriptive. Use consistent dates and version control.

Post-incorporation compliance you should not skip

1. PAN registration at the Inland Revenue Department.

2. VAT registration if you meet the thresholds or operate in taxable supplies.

3. Ward office registration in your municipality.

4. NRB recording file maintained with bank receipts.

5. Statutory registers for members, directors, charges, and share transfers.

6. First board meeting to appoint officers and issue share certificates.

7. Accounting system setup and FY calendar alignment.

8. Labor and social security registrations if you hire immediately.

9. Industry licenses if your sector requires them.

10. Annual filings calendar for OCR and IRD deadlines.

Comparison chart — pick the right Nepal vehicle

Risk controls to avoid OCR queries

• Name conflicts: provide two alternatives. Avoid reserved or generic terms.

• Unsigned MOA/AOA: sign all pages where required.

• Board resolution gaps: include dates, signatories, and clear authority language.

• FDI pack gaps: include FCC and certified translations.

• Address mismatch: ensure lease, utility, and forms match exactly.

• PDF quality: use 300 dpi, text-searchable PDFs.

• Capital table errors: reconcile MOA, AOA, and application entries.

Numbered execution plan you can follow this week

1. Confirm entity type and shareholding.

2. Draft MOA/AOA with precise objects and capital.

3. Prepare the FDI pack.

4. Open the OCR account and reserve a name.

5. Complete the incorporation application and upload files.

6. Pay the fee and submit.

7. Track clarifications and respond fast.

8. Receive the certificate and open the bank account.

9. Remit equity and secure the NRB certificate.

10. Complete PAN, VAT, and ward registrations.

11. Hold your first board meeting and issue shares.

12. Launch operations with compliant invoicing and payroll.

Practical budgeting tips for foreign owners

• Keep a notarization buffer for additional copies.

• Factor translation for non-English corporate packs.

• Budget for lease deposits if you need a physical office early.

• Align authorized capital with near-term needs to optimize fees.

• Consider a staged capital plan if sector rules permit.

• Use board minutes templates to speed approvals.

Sector cautions and add-ons

• Education, health, telecom, and finance may need specific licenses.

• Import and export require customs and logistics registrations.

• IT and consulting typically move faster but still need precise MOA objects.

• Manufacturing requires environmental and local permits.

• NGO collaborations require careful grant structuring.

When in doubt, validate with a Nepal-qualified lawyer or compliance advisor.

FAQs (People Also Ask)

1) What is the minimum foreign investment to register a company in Nepal?
NPR 20 million per foreign investor. The floor has applied since 14 October 2022 and remains in force in 2025.

2) Do I need FDI approval before filing at OCR?
Yes, if any shareholder is foreign. Secure DOI or IBN approval first. Attach the approval when you file the incorporation.

3) How long does OCR incorporation take?
Commonly 2–10 working days for complete files. The Companies Act allows up to 15 days for decisions where documents are in order.

4) What is a Financial Credibility Certificate (FCC)?
A bank letter that confirms the investor’s financial standing. It must be issued by a regulated bank in the investor’s home country.

5) What must I file after incorporation?
Register PAN and VAT if needed, complete ward registration, and maintain NRB remittance records for future repatriation.