Company Registration Process in Nepal: Complete Step-by-Step Guide (2026)

Company registration in Nepal has become a strategic move for foreign companies seeking cost-efficient talent, regional market access, and a stable legal framework in South Asia. Nepal offers competitive labor costs, English-speaking professionals, and improving investment policies under FITTA 2019.

This 2026 guide explains the complete company registration process in Nepal from a foreign investor’s perspective. You will learn legal structures, approvals, costs, timelines, compliance risks, and post-registration obligations. The goal is clarity, not confusion.

If you want to enter Nepal without regulatory surprises, this guide is for you.

Why Foreign Companies Are Registering Companies in Nepal

Nepal is no longer just a sourcing destination. It is an expansion hub.

Key advantages for foreign investors

• Competitive operating and salary costs

• Skilled workforce in IT, accounting, engineering, and back-office roles

• Strategic access to India and China

• Liberalized foreign investment framework under FITTA 2019

• 100 percent foreign ownership permitted in most sectors

Foreign companies typically register in Nepal to:

1. Build offshore delivery or development centers

2. Hire local employees directly

3. Establish cost centers or shared service hubs

4. Create a permanent legal presence for long-term operations

Understanding Legal Structures for Company Registration in Nepal

Before starting company registration in Nepal, foreign companies must select the correct legal structure.

Types of Company Structures in Nepal

1. Private Limited Company (Most Common)

A Private Limited Company is the preferred structure for foreign companies.

Key features

• Minimum one shareholder

• Maximum 101 shareholders

• Limited liability

• Separate legal entity

• 100 percent foreign ownership allowed in approved sectors

This structure is ideal for subsidiaries, delivery centers, and operating companies.

2. Branch Office

A Branch Office is an extension of the foreign parent company.

Key features

• Not a separate legal entity

• Can conduct revenue-generating activities

• Requires annual government approvals

• Higher compliance scrutiny

Used mainly by infrastructure and project-based companies.

3. Liaison Office

A Liaison Office is for market research and coordination only.

Key features

• No income-generating activities allowed

• Fully funded by the parent company

• Temporary presence

• Restricted operational scope

Often used for feasibility testing before full company registration.

Foreign Investment Rules Governing Company Registration in Nepal

Foreign companies must comply with Nepal’s foreign investment regime.

Governing laws and regulations

• Foreign Investment and Technology Transfer Act (FITTA) 2019

• Companies Act 2006

• Industrial Enterprises Act 2020

• Income Tax Act 2002

• Labour Act 2017

• Social Security Fund Act 2018

Under FITTA 2019, foreign investors must obtain approval before incorporating a company.

Step-by-Step Company Registration Process in Nepal (2026)

Step-by-Step Company Registration in Nepal

This is the complete and practical registration flow for foreign companies.

Step 1: Confirm Sector Eligibility

Not all sectors are open to foreign investment.

Foreign investment is restricted or prohibited in areas such as:

• Small retail trading

• Personal services

• Certain agriculture activities

Always verify sector eligibility under FITTA before proceeding.

Step 2: Obtain Foreign Investment Approval

Foreign companies must secure approval from either:

• Department of Industry (DOI), or

• Investment Board Nepal (IBN) for large projects

This approval is mandatory before company incorporation.

Documents required

• Parent company incorporation certificate

• Board resolution approving Nepal investment

• Shareholder details

• Project profile

• Financial projections

Step 3: Name Reservation at Company Registrar Office

Once investment approval is granted, reserve the company name.

Key rules

• Name must be unique

• Must not conflict with existing companies

• Should reflect business activity

Name reservation is done online through the Office of Company Registrar (OCR).

Step 4: Draft Constitutional Documents

Two documents are critical.

• Memorandum of Association (MOA)

• Articles of Association (AOA)

These define:

• Shareholding structure

• Capital contribution

• Business objectives

• Director powers

• Governance rules

Foreign investors should avoid generic templates.

Step 5: Company Incorporation at OCR

Submit incorporation documents to OCR.

Once approved, OCR issues:

• Certificate of Incorporation

• Company Registration Number

This legally creates the company.

Step 6: Tax Registration and PAN/VAT

Register with the Inland Revenue Department (IRD).

• PAN registration is mandatory

• VAT registration applies if turnover exceeds NPR 5 million

This step enables lawful business operations.

Step 7: Capital Injection and Bank Account Setup

Open a local bank account in Nepal.

Foreign investors must:

• Remit capital via approved banking channels

• Comply with Nepal Rastra Bank (NRB) regulations

Capital repatriation is allowed but regulated.

Step 8: Local Level Business Registration

Register with the municipality or ward office.

This includes:

• Local business tax registration

• Trade license issuance

Requirements vary by location.

Step 9: Labor and Social Security Registration

Before hiring employees, companies must register with:

• Social Security Fund (SSF)

• Labor office if applicable

SSF contribution is mandatory for all employees.

Timeline for Company Registration in Nepal

Typical registration timeline

Total estimated time: 4 to 8 weeks

Delays usually occur due to incomplete documentation.

Cost of Company Registration in Nepal (Foreign Companies)

Government fees

Government registration fees are modest.

They depend on:

• Authorized capital

• Business type

Professional and compliance costs

Foreign companies should budget for:

• Legal drafting

• Regulatory advisory

• Tax registration

• Ongoing compliance

Cutting corners at this stage creates long-term risk.

Compliance Obligations After Company Registration

Company registration in Nepal is only the beginning.

Ongoing compliance requirements

• Annual financial audit

• Annual return filing at OCR

• Monthly tax filings

• SSF contributions

• Payroll compliance

• Withholding tax deductions

Non-compliance leads to:

• Penalties

• Director liability

• Business suspension

Hiring Employees After Company Registration

Foreign companies often register in Nepal to build teams.

Employment compliance essentials

• Written employment contracts

• Minimum wage compliance

• Leave entitlements

• Social security enrollment

• Termination procedures under Labour Act

Nepal’s Labour Act 2017 is employee-protective.

Common Mistakes Foreign Companies Make

Avoid these costly errors.

• Choosing the wrong legal structure

• Underestimating compliance obligations

• Using generic MOA and AOA

• Ignoring NRB capital rules

• Hiring before SSF registration

Professional guidance prevents regulatory setbacks.

Company Registration in Nepal vs Employer of Record (EOR)

Comparison table for foreign companies

This comparison helps foreign companies choose the right entry strategy.

Taxation Overview for Foreign-Owned Companies

Key tax considerations include:

• Corporate tax at 25 percent

• Withholding tax on services

• VAT where applicable

• Transfer pricing documentation

Nepal follows OECD-aligned tax principles.

Repatriation of Profits and Capital

Foreign investors can repatriate:

• Dividends

• Capital

• Royalties

• Technical service fees

Approval from NRB is required, but repatriation is legally protected under FITTA 2019.

Risk Management for Foreign Investors

Key risks include:

• Regulatory delays

• Labor disputes

• Tax misclassification

• Documentation gaps

Mitigation requires structured compliance systems from day one.

Conclusion: Company Registration in Nepal Made Strategic

Company registration in Nepal offers foreign companies a powerful expansion opportunity when done correctly. Nepal’s legal framework supports foreign ownership, but compliance discipline is essential.

With the right structure, approvals, and governance, Nepal can become a high-value offshore and regional hub.

Call to Action

Planning company registration in Nepal as a foreign company?

👉 Book a free consultation with our Nepal market entry specialists to assess structure, cost, and compliance before you commit.

FAQ: Company Registration in Nepal

1. Can a foreign company own 100 percent of a Nepal company?

Yes. Most sectors allow 100 percent foreign ownership under FITTA 2019, subject to approval.

2. How long does company registration in Nepal take?

Typically 4 to 8 weeks, depending on approvals and documentation quality.

3. Is physical presence required for registration?

No. Registration can be completed remotely with proper authorization.

4. What is the minimum investment requirement?

The minimum foreign investment threshold is NPR 20 million, unless exempted.

5. Is profit repatriation allowed from Nepal?

Yes. Profits and capital can be repatriated with NRB approval.