Director & Shareholder Documents Needed for Company Incorporation in Nepal

If you are a foreign company planning to enter Nepal, understanding the documents required for company registration Nepal is the single most important step. More than 60 percent of registration delays faced by foreign investors occur due to incomplete or incorrectly prepared director and shareholder documents, according to practitioner data from incorporation advisors.

Nepal welcomes foreign investment. But its incorporation framework is documentation-driven, formal, and closely scrutinised by regulators. This guide explains—clearly and practically—exactly which director and shareholder documents are required, why each one matters, and how to prepare them correctly the first time.

This article is written specifically for foreign founders, parent companies, and overseas shareholders incorporating a Nepal Private Limited Company.

Why Director & Shareholder Documents Matter in Nepal

Under the Office of Company Registrar and the Companies Act 2006, every company must establish:

• Legal identity of directors
• Beneficial ownership of shareholders
• Source and legitimacy of foreign ownership
• Decision-making authority of overseas entities

Nepal’s regulators focus heavily on natural persons behind the company, even when the shareholder is a foreign corporate entity.

Documents Required for Company Registration Nepal (Director & Shareholder Focus)

Core Director Documents Required in Nepal

Every director—Nepali or foreign—must submit the following:

1. Passport Copy (Foreign Directors)

A clear, notarised passport copy is mandatory.

Key requirements:
• Full passport bio-data page
• Valid for at least six months
• Name must exactly match all other documents

Common mistake: Using abbreviated names or initials that differ from the Memorandum of Association.

2. Director Consent Letter

This confirms the individual’s willingness to act as a director under Nepali law.

The letter must include:
• Full legal name
• Passport number
• Position (Director)
• Signature matching passport

Best practice: Sign in blue ink and notarise in the home country.

3. Specimen Signature Sheet

Nepal requires a specimen signature card for each director.

This is used by:
• The company registry
• Banks
• Tax authorities

Tip: Keep signatures consistent across all documents.

4. Director Declaration (Statutory Form)

This declaration confirms that the director:
• Is not disqualified under Nepal law
• Has not been convicted of financial crimes
• Is legally competent to act

This requirement arises directly from the Companies Act 2006.

Shareholder Documents Required for Company Registration Nepal

Individual Foreign Shareholders

If the shareholder is an individual (not a company):

Mandatory documents:

• Notarised passport copy
• Shareholding consent letter
• Specimen signature
• Share subscription agreement

Corporate Shareholders (Foreign Parent Companies)

This is where most foreign incorporations become complex.

Required corporate shareholder documents:

1. Certificate of Incorporation (Parent Company)

Must be:
• Issued by the home country authority
• Notarised
• Apostilled or consularised

2. Memorandum & Articles of Association (Parent)

Used to verify:
• Permitted business activities
• Authority to invest overseas

Important: Business objects must align with the proposed Nepal entity.

3. Board Resolution for Nepal Investment

This is a critical document.

The resolution must approve:

1. Investment in Nepal

2. Company name

3. Shareholding percentage

4. Capital contribution

5. Appointment of local representative

4. Ultimate Beneficial Owner (UBO) Declaration

Nepal requires disclosure of individuals holding:
• 10 percent or more ownership
• Control or voting rights

This aligns with global AML standards.

Power of Attorney (POA) Requirements

Foreign directors rarely appear in Nepal physically.

A Power of Attorney is therefore essential.

The POA authorises a local representative to:
• Submit documents
• Sign forms
• Coordinate with authorities

POA must be:
• Notarised
• Apostilled or consularised
• Specific to company incorporation

Comparison Table: Director vs Shareholder Documentation

This table helps foreign founders quickly identify overlaps and gaps.

Document Authentication Rules in Nepal

One of the most misunderstood aspects of the documents required for company registration Nepal is authentication.

Accepted methods:

• Apostille (Hague Convention countries)
• Nepali embassy consularisation
• Notary + embassy verification

Nepal does not accept simple notarisation alone for foreign documents.

Common Mistakes Foreign Companies Make

Here is a numbered list of frequent errors:

1. Mismatched director names across documents

2. Expired passports

3. Generic board resolutions without Nepal-specific language

4. Missing UBO disclosures

5. Incorrect notarisation format

Avoiding these can save weeks of delay.

How Long Document Preparation Takes

Typical timelines:

• Individual shareholders: 5–7 working days
• Corporate shareholders: 10–15 working days
• Apostille/consularisation: varies by country

Planning document preparation early is critical.

Compliance Beyond Registration

Director and shareholder documents are reused for:

• Bank account opening
• PAN/VAT registration
• FDI approvals
• Profit repatriation

Well-prepared documents reduce friction throughout the company’s lifecycle.

Why Foreign Companies Use Local Advisors

Nepal’s rules are precise but not always intuitive.

A local advisor ensures:
• Correct formatting
• Alignment with OCR expectations
• Faster approvals
• Reduced risk

This is especially important when corporate shareholders are involved.

Conclusion

Understanding the documents required for company registration Nepal—especially director and shareholder documents—is the foundation of a smooth market entry.

When prepared correctly, incorporation in Nepal is predictable, efficient, and scalable. When prepared incorrectly, it becomes slow and frustrating.

Foreign companies that invest time in proper documentation from day one enjoy faster approvals, cleaner compliance, and easier future expansion.

Call to Action

If you want a verified, country-specific checklist for your directors and shareholders—or prefer a team to manage the entire process—speak with our Nepal incorporation specialists today. We review documents before submission and handle the full registration end-to-end.

Frequently Asked Questions (People Also Ask)

What documents are required for company registration Nepal for foreign directors?

Foreign directors must submit a notarised passport copy, consent letter, specimen signature, and statutory declaration.

Do foreign shareholders need to visit Nepal for company registration?

No. A properly executed Power of Attorney allows full remote incorporation.

Are corporate shareholders allowed in Nepal companies?

Yes. Foreign corporate entities can hold shares, subject to proper board resolutions and UBO disclosures.

Is apostille mandatory for Nepal company documents?

Yes, for most foreign-issued documents. Simple notarisation is insufficient.

How long does company registration take once documents are ready?

Typically 7–10 working days after complete submission.