Company registration in Nepal is straightforward when you know the costs, documents, and timelines. Foreign founders want clarity on the actual price of a private limited company, what government fees apply, and what a professional services package should include. This guide breaks everything down in plain language. You will see fee components, realistic timelines, FDI versus domestic paths, PAN/VAT requirements, and recurring compliance costs. The aim is simple: remove guesswork and help you move from decision to launch with confidence.
A private limited company (PLC) is Nepal’s most common for-profit vehicle. It limits owner liability to their capital contribution. It allows one or more shareholders. It can appoint foreign directors. It can open bank accounts, hire staff, and sign contracts in its own name. Most foreign greenfield entries start with a PLC because it balances governance, control, and speed.
Key traits at a glance
Separate legal entity and perpetual succession.
Liability limited to paid-up capital.
Minimum one shareholder; corporate shareholders allowed.
Directors may be foreign or local.
Share transfer is possible, subject to law and AoA.
Tax filings and statutory registers are mandatory.
Legislative backbone
Companies Act, 2063 (2006): Incorporation, corporate governance, filings.
Foreign Investment and Technology Transfer Act, 2019 (FITTA 2019): FDI approvals and controls.
Industrial Enterprise Act (latest amendments): Applicable sectoral norms.
Income Tax Act, 2058: Tax registration and returns.
Value Added Tax Act, 2052 and Rules: VAT registration, filings, input credit.
Labour Act, 2017 and Social Security Fund regulations: HR and payroll compliance.
(This guide references the above legislation and standard regulator guidelines current to 2025. Always confirm specific thresholds and fees before filing.)
Foreign founders ask two questions first: How much does it cost? and What’s included? The total cost has three layers: government fees, out-of-pocket disbursements, and professional service fees. Packages bundle these into one invoice to reduce friction.
Government and statutory fees
Payable to the Office of the Company Registrar (OCR) and Inland Revenue Department (IRD). These include name reservation, registration, stamp duties, and PAN issuance. VAT registration, if required, has no major fee but needs supporting documents and site verification in some cases.
Disbursements and third-party costs
Notarizations, translations, courier, board resolution legalization, and foreign document apostilles or embassy attestation. Bank letter charges, seal making, and incidental stationeries fall here.
Professional service fees
Fixed fees for scoping, document drafting, MoA/AoA, shareholder and director onboarding, filings, portal management, and liaison with OCR/IRD/NRB/line ministries. Post-incorporation services (payroll, bookkeeping, tax filings) are usually monthly retainers.
| Cost head | What it covers | Typical basis | Notes |
|---|---|---|---|
| OCR name reservation | Application and approval | Flat government fee | Name must comply with OCR naming rules. |
| OCR registration fee | Registration charge and stamp duty | Scaled to authorized capital | Capital slabs apply; fees rise with higher capital. |
| MoA/AoA drafting | Memorandum and Articles | Professional fee | Includes localization to Nepali as needed. |
| Notarization & translation | Certified translations | Per page / per document | For non-Nepali, non-English documents. |
| Board resolutions | Investor approvals | Professional fee + notarization | Needed for corporate shareholders. |
| PAN registration | Tax identification number | Government process | Required for all entities. |
| VAT registration (if applicable) | VAT account setup | Government process | Mandatory once you cross IRD’s VAT threshold or operate VAT-mandated activities. |
| Company seal | Official seal | Vendor cost | Often same-day. |
| Post-incorporation setup | Share register, minute book | Professional fee | Required by Companies Act. |
| Monthly compliance | Accounting, payroll, filings | Retainer | Scales with volume and headcount. |
Why ranges matter: Government fees can change with capital slabs. Apostille and legalization costs depend on your home country process. Budget for a buffer.
Goal: give you fixed-fee clarity while keeping government charges separate and transparent.
| Package | Best for | Scope included | Estimated professional fee (excl. gov. & disbursements) | Typical timeline* |
|---|---|---|---|---|
| Incorporation Essentials | First-time entrants testing the market | Name check, MoA/AoA drafting, OCR filing, PAN, basic post-incorporation kit | $$ | 10–15 business days |
| Compliance Plus | Teams that need payroll and monthly filings from day one | Essentials + VAT (if applicable), accounting setup, payroll onboarding, monthly tax filings (first 3 months) | $$$ | 12–18 business days |
| Market Entry Pro (FDI Ready) | Foreign capital inflow and scale plans | Compliance Plus + FDI structuring advisory, NRB/FITTA roadmap, banking liaison, board policy templates | $$$$ | 15–25 business days |
*Timeline counts business days and assumes documents are complete and site checks pass promptly. FDI projects follow additional regulatory steps and can extend timelines.
(Pricing keys: $$ = entry range; $$$ = mid; $$$$ = advanced. We quote exact figures after a quick scope call to map capital, sector, and document readiness.)
Authorized capital: Higher capital often raises OCR fees.
Number and type of shareholders: Corporate and foreign shareholders add legalization steps.
Sector: Certain sectors require extra permissions or line-ministry clearances.
FDI or domestic: FDI involves FITTA and NRB gateways before share issuance.
VAT requirement: VAT adds registration steps and monthly filing obligations.
Document readiness: Clean, notarized packs reduce back-and-forth.
Urgency: Tight timelines may require premium processing effort.
Name reservation at OCR
Provide two or three choices that meet OCR guidelines. Avoid restricted terms unless you have consent.
Drafting of MoA and AoA
Align objects with your planned activities. Keep scope clear, yet flexible for growth.
Online application and fee payment
Submit shareholder and director KYC, registered address, and capital details. Pay government fees.
Certificate of Incorporation
OCR issues the certificate and company number after approval.
PAN registration with IRD
Obtain tax identification. Set your accounting year and authorized signatory.
VAT registration (if required)
Register once you are mandated by law or elect voluntarily. Prepare lease agreement and utility bill.
Company seal and statutory registers
Maintain share register, minute books, and resolution files.
Bank account opening
Set authorized signatories. Align with your internal controls.
Initial filings and operational readiness
Apply for sectoral approvals if needed. Set payroll, accounting, and invoicing formats.
Keep minutes for director appointments and bank mandates. This speeds up audits and investor due diligence.
FDI projects add two gates: FITTA oversight and Nepal Rastra Bank (NRB) compliance. The sequencing is slightly different from domestic capital setups.
Typical flow for FDI:
Incorporation planning
Decide capital structure, foreign shareholding, and sector compliance.
Incorporation at OCR
You can incorporate first with a foreign shareholder. Some founders incorporate with a nominee and transfer post-approval. Plan this carefully to avoid extra filings.
FDI approval under FITTA 2019
Prepare project report, board resolutions, shareholder documents, and investment plan.
Inward remittance through banking channel
Remit capital via formal banking routes tagged as FDI.
NRB reporting and compliance
Record the investment and comply with ongoing NRB filings.
Share certificate issuance and register updates
Issue shares upon receipt of funds and approvals. Update statutory registers.
Key references used in practice: FITTA 2019, NRB’s Foreign Investment and Foreign Loan Management By-law and directives, Companies Act 2063. Sectoral ministries may add conditions for regulated industries.
PAN (Permanent Account Number)
Mandatory for every company.
Required before issuing VAT invoices, hiring, or opening a payroll.
Link PAN to your accounting system to avoid filing errors.
VAT (Value Added Tax)
Mandatory once you cross the IRD’s prevailing VAT threshold or operate VAT-mandated activities.
Some sectors must register irrespective of turnover.
Monthly VAT returns and payments are due on statutory timelines.
Input tax credit is available subject to proper invoices and records.
Practical tip: If you sell to VAT-registered customers, early VAT registration can help with vendor onboarding and credibility, even if still below the threshold. Confirm cash-flow impact before you elect.
Proposed name options and primary activities.
Registered office address and contact details.
Share capital structure and shareholding percentages.
Director details and consent to act.
MoA and AoA texts (Nepali/English as needed).
Passport copy and recent photograph.
Proof of address (utility bill or bank statement).
Notarization or legalization as requested by OCR.
Certificate of incorporation and good standing.
Board resolution approving investment and authorized signatory.
Shareholding structure document.
Articles/MoA of the investing entity.
Notarization, apostille, or embassy attestation per origin country.
Office lease agreement and landlord’s PAN details.
Utility bill for address verification.
Sample invoice format and accounting setup note.
Bank account confirmation.
Name reservation: usually quick if compliant.
OCR approval: depends on document quality and queue.
PAN: fast once OCR is complete.
VAT: may require address checks; build buffer time.
FDI approvals: add several weeks depending on sector and completeness.
NRB filings and remittance: coordinate early with your bank’s compliance team.
Rule of thumb: Domestic capital incorporations close faster. FDI projects run longer due to multi-agency checkpoints.
Monthly/quarterly/annual obligations you should plan for
Bookkeeping and management accounts.
VAT returns and payments (if registered).
Withholding tax filings on vendor and payroll payments.
Payroll processing, Labour Act compliance, and Social Security Fund contributions.
Annual financial statements and tax returns.
Statutory meetings and minute keeping.
Changes in directors or shareholding updates at OCR.
Renewal or filings with line ministries for regulated sectors.
Budgeting tip: Start with a light retainer. Scale as transactions grow. Automate filings to reduce penalties.
The figures below are indicative for planning. They exclude government fees and disbursements, which vary by capital, sector, and document origin.
| Scenario | What’s included | Professional fee range | Notes |
|---|---|---|---|
| Domestic capital tech services | Incorporation Essentials + PAN, no VAT initially | $$ | Add VAT once sales require it. |
| Import/wholesale with VAT | Compliance Plus with VAT setup and first 3 returns | $$$ | Vendor onboarding and invoice design included. |
| FDI manufacturing | Market Entry Pro with FDI advisory and NRB roadmap | $$$$ | Sector approvals and banking liaison add time. |
We provide a one-page scope with line-item costs after a quick discovery call. That locks price and timeline.
Objects mismatch in MoA/AoA
Activities in practice must align with constitutional documents. Keep objects broad yet accurate.
Underestimating translation/legalization time
Foreign documents need notarization, apostille, or embassy stamps. Start early.
VAT mis-timing
Late or premature VAT registration can hurt cash flow. Decide with a revenue plan.
Skipping minutes and registers
Audits require clean registers. Maintain them from day one.
Bank signatory confusion
Align internal delegations with bank mandates to prevent payment delays.
Ignoring FDI steps
FITTA and NRB filings are not optional for foreign capital. Bake them into your critical path.
Single point accountability: One team from scoping to first invoice.
Legislation-aligned documents: Drafted to satisfy Companies Act, FITTA, IRD, and NRB norms.
Regulator-ready files: We structure files how OCR and IRD expect them.
Change management: We update filings when directors or addresses change.
Operational handover: We set your accounting and payroll so filings never slip.
FDI fluency: We speak bank and regulator. That shortens the feedback loop.
1) How much does it cost to register a private limited company in Nepal?
Costs include OCR fees, disbursements, and professional fees. Government fees scale with authorized capital. Professional packages start at an entry range and grow with scope and urgency.
2) How long does registration take?
Domestic incorporations often complete within two to three weeks. FDI projects take longer due to FITTA and NRB approvals. Timelines depend on document readiness and sector.
3) Do I need a local director or shareholder?
A local director is not mandatory by default. Sector rules may require one. You can appoint foreign directors. Shareholders can be individuals or companies, domestic or foreign.
4) Is VAT registration mandatory for every company?
No. VAT is mandatory if you cross the IRD’s prevailing threshold or operate VAT-mandated activities. Many companies register early for vendor onboarding and credibility.
5) What documents do foreign investors need?
Passports, proof of address, corporate good-standing certificates, board resolutions, and notarized translations. Apostille or embassy legalization is required in many cases.