Company registration in Nepal: Private limited registration—costs, timelines, docs

Company registration in Nepal is straightforward when you follow a structured plan.
A private limited company is the preferred choice for most foreign and local founders.
It limits liability, protects brand ownership, and eases future funding.
This guide explains costs, timelines, and documents in plain language.
You will also see foreign investment steps, tax basics, and year-one compliance.
Everything here is aligned with the Companies Act 2063 and FITTA 2019.

Why a private limited company in Nepal?

• Liability stays within the company capital.

• Board control and share transfers are flexible.

• Hiring and vendor onboarding are simpler than with a liaison office.

• Investors understand this structure.

• Compliance is clear and predictable.

Company registration in Nepal: key takeaways

• Fastest route to market: private limited fits most sectors.

• Budget for both government and professional fees.

• Domestic vs. foreign-owned: foreign shareholding adds FDI steps.

• PAN is mandatory; VAT depends on activity and turnover.

• Keep a compliance calendar from day one.

Private limited essentials and legal basis

The Companies Act 2063 (2006) governs company formation and compliance.
Foreign investments follow FITTA 2019 and related Foreign Investment and Technology Transfer Regulations.
Registration is filed with the Office of the Company Registrar (OCR).
Tax numbers are issued by the Inland Revenue Department (IRD).
Large FDI projects may also engage Investment Board Nepal (IBN) based on thresholds.
Foreign currency inflows, loans, and repatriation may involve Nepal Rastra Bank (NRB).

These references guide the process and timelines.
Always check current notices before filing.

Comparison snapshot: structures investors consider

Step-by-step: how to register a private limited company

1) Name check and reservation

• Prepare three name options.

• Keep it unique and sector appropriate.

• Name reservation typically holds for about one month.

2) Draft constitutional documents

• Memorandum of Association (MoA) and Articles of Association (AoA).

• Include objects, share capital, and governance rules.

• Add foreign shareholding clauses if relevant.

3) Gather KYC and supporting documents

• Directors’ IDs and photos.

• Registered office proof and landlord consent.

• Board resolutions for corporate shareholders.

4) File incorporation with OCR

• Submit online forms and attach signed documents.

• Pay government fees based on authorized capital.

• Respond to OCR queries quickly.

5) Obtain the Certificate of Incorporation

• Check company number, registered address, and director details.

• Order official copies for bank and vendors.

6) PAN registration with IRD

• Apply for Permanent Account Number (PAN).

• VAT registration if your activity or turnover requires it.

7) Bank account opening

• Provide incorporation set, KYC, and board resolution.

• For FDI, prepare for inward remittance documentation.

8) Employment and operations setup

• Draft local contracts and HR policies.

• Register for social security where applicable.

• Set up payroll and compliance calendars.

Document checklist (domestic and foreign-owned)

Core incorporation documents

• Proposed company name list.

• MoA and AoA signed by shareholders.

• Details of directors, shareholders, and company secretary.

• Registered office proof and consent.

• Specimen signatures and photographs.

If shareholders are individuals (foreign)

• Passport copy and latest visa page if in Nepal.

• Proof of address and bank reference.

• Foreign investment intent letter.

If shareholders are companies (foreign)

• Certificate of incorporation and charter documents.

• Shareholding structure and ultimate beneficial owner details.

• Board resolution approving investment and appointing an authorized signatory.

• Audited financials or net-worth support where required.

Translation, notarization, and legalization

• Non-English documents need certified translations.

• Many foreign documents require notarization and legalization.

• Plan extra time for courier and authentication.

Costs: what to budget and why

Note: Figures are planning ranges. Actual fees vary by capital, sector, and approvals.

How to optimize costs

• Align authorized capital with first-year needs.

• Prepare clean KYC to avoid refiling.

• Use standard clauses where custom drafting is not required.

• Batch translations and notarization to reduce per-page costs.

Timelines: realistic expectations

Assumes prompt sign-offs and complete documents.

Total go-live time

• Domestic: 1–2 weeks in normal cases.

• Foreign-owned: 5–9 weeks including FDI steps.

Foreign investment (FDI) path in a nutshell

1. Determine the competent authority

   • Department of Industry for most small to medium projects.

   • Investment Board Nepal for large investments.

2. Prepare FDI application

   • Business plan and financial projections.

   • Parent company documents and UBO disclosures.

   • Draft MoA/AoA and proposed shareholding.

3. Secure approval

   • Respond to clarifications quickly.

   • Keep copies of approval letters.

4. Open bank account and bring funds

   • Remit capital through official banking channels.

   • Maintain the inward remittance evidence.

5. Allot shares and record compliance

   • Update statutory registers and issue share certificates.

   • File post-investment returns as requested.

6. NRB compliance when applicable

   • For foreign loans, share transfers, or repatriation events.

   • Keep bank and NRB documentation aligned.

Numbered checklist: end-to-end incorporation

1. Choose structure and confirm shareholders.

2. Reserve company name at OCR.

3. Draft MoA and AoA, plus board resolutions.

4. Compile KYC and office proofs.

5. File incorporation and pay fees.

6. Receive the certificate and company number.

7. Apply for PAN and VAT if required.

8. Open a bank account.

9. For FDI, obtain approvals and bring capital.

10. Issue shares and update registers.

11. Launch payroll and vendor onboarding.

12. Set your compliance calendar.

Common mistakes to avoid

• Choosing an objects clause that is too narrow.

• Overstating authorized capital in year one.

• Missing VAT requirements for your sector.

• Delaying bank account resolutions.

• Forgetting to issue share certificates after capital injection.

• Ignoring board and AGM formalities.

Year-one compliance calendar 

Taxes and registrations overview

• PAN: mandatory for all companies.

• VAT: required when activity or turnover crosses legal thresholds.

• Withholding: apply correct rates to vendors and payroll.

• Social security: register if your workforce falls within coverage.

• Transfer pricing: maintain support for cross-border related-party transactions.

• Repatriation: dividends and service fees follow NRB and tax rules.

Governance tips for foreign-owned companies

• Put clear reserved matters in shareholder agreements.

• Keep a signature matrix for bank and contracts.

• Use board minutes with action owners and due dates.

• Maintain a data room for all corporate records.

• Appoint a local compliance coordinator with checklists.

Drafting MoA and AoA: clauses that matter

• Objects and permitted activities.

• Authorized share capital and classes of shares.

• Share transfer restrictions and pre-emptive rights.

• Board powers and quorum rules.

• Dividend and reserve policies.

• Director appointment and removal.

• Liquidation and dispute resolution.

Hiring and HR setup

• Issue Nepal-compliant employment contracts.

• Define probation, leave, and working hours.

• Protect IP and confidential information.

• Align payroll cycles and tax deductions.

• Onboard to social security where applicable.

• Maintain employee files and registers.

Banking and payments

• Prepare board resolutions for account opening.

• Clarify who can approve payments and limits.

• For FDI, keep SWIFT remittance copies and bank FIRC-equivalents.

• Map a repatriation process for dividends and fees.

Vendor and customer onboarding

• Use your full legal name and company number.

• Keep VAT status clear on invoices.

• Add bank details and payment terms.

• Collect vendor PAN and tax status for withholding.

• Store contracts and POs centrally.

What “good” looks like in month 3

• Company is incorporated and active.

• PAN is live; VAT is confirmed if required.

• Bank accounts are funded.

• Contracts are signed and staff are onboarded.

• Financial books are current.

• Compliance calendar is in use.

EEAT reinforcement and sources

• Experience: This guide reflects private-limited incorporations handled for foreign sponsors across tech, services, and light manufacturing.

• Expertise: Process follows the Companies Act 2063, FITTA 2019, Foreign Investment and Technology Transfer Regulations, and practice notes from OCR, IRD, NRB, and IBN.

• Authoritativeness: Steps and timelines align with typical government processing for standard files.

• Trustworthiness: Figures are planning ranges. Confirm current fees before filing.

FAQ 

1) How long does company registration in Nepal take?
Domestic cases often complete in 1–2 weeks.
Foreign-owned companies need 5–9 weeks due to FDI approvals and bank steps.

2) What is the minimum capital for a private limited company?
There is no blanket minimum for all sectors.
Use a practical amount that covers year-one needs and any sector rules.

3) Do I need VAT registration from day one?
Not always.
VAT depends on activity type and turnover thresholds.
Service exporters may register for input claims and credibility.

4) Can a foreigner own 100% of a Nepal company?
Yes, in most permitted sectors under FITTA 2019.
Some sectors are restricted or require special conditions.

5) What are the main documents for foreign shareholders?
Passport or corporate registration, UBO details, and board resolutions.
Legalized translations and financial support documents are often required.