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.
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.
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.
Below is the standard route for a private limited company with foreign shareholding. Branch and liaison variations follow later.
Register a user profile and verify your email.
Keep the credentials secure. The same account manages post-incorporation filings.
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.
Enter entity details, registered address, and authorized capital.
Add directors, shareholders, and beneficial owners as prompted.
Ensure the share structure matches your FDI approval.
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.
The fee scales with authorized capital.
Keep the payment acknowledgement for your records.
OCR may issue a clarification note.
Reply within the stated window. Attach corrected or additional files as needed.
OCR issues a Certificate of Incorporation.
Store a soft copy and a printed copy. Maintain a board minute noting receipt.
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.
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.
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.
Minimum seven promoters.
MOA/AOA reflecting social objectives and no dividend distribution.
Governance framework and board structure details.
Activity plan and funding sources.
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.
Each foreign investor must meet NPR 20 million at a minimum.
Structure tranches if needed, but align with approvals and NRB rules.
Attach the FDI approval to the incorporation application.
Ensure consistency across MOA/AOA, FDI approval, and capital tables.
Remit equity through banking channels.
Obtain the inward remittance certificate in the prescribed format.
Keep NRB and bank records for future repatriation and audits.
| Stage | Authority | Online action or form | Must-have documents | Practical note |
|---|---|---|---|---|
| Name reservation | OCR e-services | Name search and reservation | Proposed names, promoter details | Reserve early. Track expiry. |
| FDI approval | DOI or IBN | FDI application submission | Business plan, FCC, IDs, board resolutions | FITTA 2019 applies. Check sector lists. |
| Incorporation | OCR | Application for Incorporation (Form A) | MOA, AOA, IDs, FDI letter, office proof | Fee scales with authorized capital. |
| Equity inflow | NRB via your bank | Remittance recording | Bank inward remittance certificate | Needed for repatriation rights. |
| Tax and local | IRD and Ward Office | PAN, VAT (if applicable), ward registration | Certificate, lease, IDs | Do this immediately after incorporation. |
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.
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.
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.
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.
PAN registration at the Inland Revenue Department.
VAT registration if you meet the thresholds or operate in taxable supplies.
Ward office registration in your municipality.
NRB recording file maintained with bank receipts.
Statutory registers for members, directors, charges, and share transfers.
First board meeting to appoint officers and issue share certificates.
Accounting system setup and FY calendar alignment.
Labor and social security registrations if you hire immediately.
Industry licenses if your sector requires them.
Annual filings calendar for OCR and IRD deadlines.
| Criteria | Private Limited (Subsidiary) | Branch Office | Liaison Office | Company Not Distributing Profit |
|---|---|---|---|---|
| Legal status | Separate Nepal entity | Extension of foreign parent | Non-trading representative office | Separate Nepal entity |
| Can invoice in Nepal? | Yes | Yes (within licensed scope) | No | No dividends |
| FDI approval | Yes, before incorporation | Often required | Often required | Case by case |
| Tax registration | PAN/VAT as applicable | PAN/VAT as applicable | Not for trading | PAN; restricted surpluses |
| Typical use | Full operations and hiring | Sector presence, projects | Market study and liaison | Social and public benefit |
| Core uploads | MOA, AOA, FDI, FCC | Parent pack, POA | Parent pack, POA | MOA/AOA with charity clauses |
| Authority focus | OCR → IRD → NRB | OCR → IRD → sector | FDI clarity → OCR | OCR charity rules |
| Key caution | Align share capital with FDI | Parent liability exposure | No revenue permitted | Governance and reporting load |
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.
Confirm entity type and shareholding.
Draft MOA/AOA with precise objects and capital.
Prepare the FDI pack.
Open the OCR account and reserve a name.
Complete the incorporation application and upload files.
Pay the fee and submit.
Track clarifications and respond fast.
Receive the certificate and open the bank account.
Remit equity and secure the NRB certificate.
Complete PAN, VAT, and ward registrations.
Hold your first board meeting and issue shares.
Launch operations with compliant invoicing and payroll.
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.
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.
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.