The company registration process in Nepal has become increasingly relevant for foreign startups and small businesses seeking cost-efficient expansion in South Asia. Nepal offers competitive labour costs, a growing digital workforce, and a legally structured foreign investment regime. However, the process is compliance-heavy and unfamiliar to many overseas founders.
This guide breaks down the company registration process in Nepal in clear, practical terms. It is written specifically for foreign companies, startups, and SMEs. You will learn the legal steps, timelines, costs, and risks. You will also understand how to structure your entry correctly from day one.
The company registration process in Nepal is governed primarily by:
Companies Act, 2006
Foreign Investment and Technology Transfer Act (FITTA), 2019
Industrial Enterprises Act, 2020
Income Tax Act, 2002
Labour Act, 2017
Foreign companies usually register a Private Limited Company as a wholly owned subsidiary. This structure allows profit repatriation and operational control.
Private Limited Company (FDI Company)
Branch Office
Liaison Office (Non-commercial)
Employer of Record (Pre-FDI entry model)
For startups and SMEs, a Private Limited Company under FDI is the most scalable option.
Not all sectors are open to foreign investment. Nepal maintains a Negative List under FITTA 2019.
Permitted sectors include:
IT and software services
Consulting and professional services
Manufacturing
Tourism and hospitality
Education services (with conditions)
Restricted sectors include small retail trade, personal services, and certain media activities.
Tip: Sector misclassification is one of the most common causes of rejection.
Foreign investors must obtain approval from:
Department of Industry (DOI), or
Investment Board Nepal (IBN) for large investments
Required documents include:
Application form
Investor profile and passport
Board resolution of parent company
Joint Venture Agreement (if applicable)
Project Report and financial forecast
Approval timelines typically range from 15 to 30 working days.
Once FDI approval is granted, you apply for company name reservation with the Office of Company Registrar.
Name rules:
Must be unique
Cannot resemble existing companies
Must reflect business activities
Approval usually takes 1–3 working days.
You must prepare:
Memorandum of Association (MOA)
Articles of Association (AOA)
These documents define:
Business objectives
Share capital structure
Director powers
Share transfer rules
Foreign founders often underestimate the importance of drafting. Errors here create long-term compliance risks.
The OCR registers the company after reviewing all documents.
You receive:
Certificate of Incorporation
Company Registration Number
This completes the legal birth of the company.
Every company must register with the Inland Revenue Department (IRD).
Registrations include:
Permanent Account Number (PAN)
VAT registration (mandatory if turnover exceeds threshold)
Tax compliance begins immediately after incorporation.
Foreign investors must bring in capital through:
Approved Nepali commercial banks
Foreign currency inward remittance
The bank issues a Capital Inflow Certificate, which is critical for future profit repatriation.
After registration, companies must comply with:
Labour Act, 2017
Social Security Fund Act, 2018
Bonus Act, 1974
Key requirements:
Employment contracts
SSF contributions
Leave and working hour compliance
| Stage | Estimated Time |
|---|---|
| FDI approval | 15–30 days |
| Name reservation | 1–3 days |
| OCR incorporation | 5–7 days |
| Tax registration | 2–3 days |
| Bank capital confirmation | 3–5 days |
| Total timeline | 4–6 weeks |
This timeline assumes documents are correct on first submission.
OCR registration fees
DOI/IBN processing fees
Legal drafting and advisory
Bank compliance charges
Costs vary by capital size and business complexity.
Important: Under-budgeting compliance costs leads to delays and penalties.
Foreign founders often struggle because of avoidable errors.
Incorrect sector classification
Weak MOA and AOA drafting
Improper capital inflow routing
Ignoring labour law obligations
No repatriation planning
A compliant setup protects both capital and reputation.
Many startups test Nepal before full incorporation.
| Model | Best For | Risk Level |
|---|---|---|
| Employer of Record | Market testing | Low |
| Liaison Office | Market research | Medium |
| FDI Company | Long-term operations | Managed |
An EOR → FDI transition strategy is increasingly popular among tech startups.
Nepalese law provides several protections:
National treatment principle
Protection against expropriation
Right to profit and capital repatriation
Access to arbitration
These guarantees are enshrined under FITTA 2019.
Nepal offers:
Competitive operating costs
English-speaking workforce
Growing IT and service sector
Strategic access to India and China
For startups, Nepal is a high-leverage growth base.
Annual tax filings
Audit and financial statements
OCR annual returns
Labour and SSF reporting
Non-compliance can lead to fines or licence suspension.
The company registration process in Nepal is not just administrative. It is legal, financial, and strategic.
Professional support helps with:
Correct entry structuring
Faster approvals
Long-term tax efficiency
Risk mitigation
This is especially critical for foreign founders unfamiliar with Nepalese law.
The company registration process in Nepal offers strong opportunities for startups and small businesses. However, success depends on compliance, documentation, and strategic planning.
With the right structure, Nepal can become a powerful offshore growth hub. With the wrong setup, it becomes a compliance burden.
Planning to register a company in Nepal?
Speak with our FDI and compliance specialists for a free entry-strategy consultation. We help foreign startups structure, register, and scale in Nepal with full legal confidence.
Yes. Foreigners can own up to 100 percent equity in permitted sectors under FITTA 2019.
Typically four to six weeks if documents are complete and compliant.
The minimum foreign investment threshold is NPR 20 million, subject to sector rules.
Yes. Profits, dividends, and capital can be repatriated after tax compliance and bank approval.
No local shareholder is mandatory, but local compliance representation is required.