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.
Nepal is no longer just a sourcing destination. It is an expansion hub.
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:
Build offshore delivery or development centers
Hire local employees directly
Establish cost centers or shared service hubs
Create a permanent legal presence for long-term operations
Before starting company registration in Nepal, foreign companies must select the correct legal structure.
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.
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.
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 companies must comply with Nepal’s foreign investment regime.
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.
This is the complete and practical registration flow for foreign companies.
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.
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
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).
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.
Submit incorporation documents to OCR.
Once approved, OCR issues:
Certificate of Incorporation
Company Registration Number
This legally creates the company.
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.
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.
Register with the municipality or ward office.
This includes:
Local business tax registration
Trade license issuance
Requirements vary by location.
Before hiring employees, companies must register with:
Social Security Fund (SSF)
Labor office if applicable
SSF contribution is mandatory for all employees.
| Stage | Estimated Time |
|---|---|
| Foreign investment approval | 2 to 4 weeks |
| Name reservation | 1 to 2 days |
| OCR incorporation | 3 to 5 days |
| Tax registration | 1 to 2 days |
| Bank account and capital injection | 1 to 2 weeks |
Total estimated time: 4 to 8 weeks
Delays usually occur due to incomplete documentation.
Government registration fees are modest.
They depend on:
Authorized capital
Business type
Foreign companies should budget for:
Legal drafting
Regulatory advisory
Tax registration
Ongoing compliance
Cutting corners at this stage creates long-term risk.
Company registration in Nepal is only the beginning.
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
Foreign companies often register in Nepal to build teams.
Written employment contracts
Minimum wage compliance
Leave entitlements
Social security enrollment
Termination procedures under Labour Act
Nepal’s Labour Act 2017 is employee-protective.
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.
| Factor | Company Registration | Employer of Record |
|---|---|---|
| Legal presence | Required | Not required |
| Setup time | 4 to 8 weeks | 1 to 2 weeks |
| Compliance burden | High | Managed by EOR |
| Long-term control | Full | Limited |
| Best for | Scale operations | Market entry |
This comparison helps foreign companies choose the right entry strategy.
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.
Foreign investors can repatriate:
Dividends
Capital
Royalties
Technical service fees
Approval from NRB is required, but repatriation is legally protected under FITTA 2019.
Key risks include:
Regulatory delays
Labor disputes
Tax misclassification
Documentation gaps
Mitigation requires structured compliance systems from day one.
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.
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.
Yes. Most sectors allow 100 percent foreign ownership under FITTA 2019, subject to approval.
Typically 4 to 8 weeks, depending on approvals and documentation quality.
No. Registration can be completed remotely with proper authorization.
The minimum foreign investment threshold is NPR 20 million, unless exempted.
Yes. Profits and capital can be repatriated with NRB approval.