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.
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.
Every director—Nepali or foreign—must submit the following:
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.
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.
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.
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.
If the shareholder is an individual (not a company):
• Notarised passport copy
• Shareholding consent letter
• Specimen signature
• Share subscription agreement
This is where most foreign incorporations become complex.
Must be:
• Issued by the home country authority
• Notarised
• Apostilled or consularised
Used to verify:
• Permitted business activities
• Authority to invest overseas
Important: Business objects must align with the proposed Nepal entity.
This is a critical document.
The resolution must approve:
Investment in Nepal
Company name
Shareholding percentage
Capital contribution
Appointment of local representative
Nepal requires disclosure of individuals holding:
• 10 percent or more ownership
• Control or voting rights
This aligns with global AML standards.
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
| Document Type | Director (Individual) | Shareholder (Individual) | Shareholder (Corporate) |
|---|---|---|---|
| Passport Copy | Required | Required | Not applicable |
| Consent Letter | Required | Required | Board Resolution |
| Specimen Signature | Required | Required | Authorised signatory |
| Statutory Declaration | Required | Sometimes | UBO Declaration |
| Incorporation Certificate | Not applicable | Not applicable | Required |
| MOA/AOA | Not applicable | Not applicable | Required |
This table helps foreign founders quickly identify overlaps and gaps.
One of the most misunderstood aspects of the documents required for company registration Nepal is authentication.
• Apostille (Hague Convention countries)
• Nepali embassy consularisation
• Notary + embassy verification
Nepal does not accept simple notarisation alone for foreign documents.
Here is a numbered list of frequent errors:
Mismatched director names across documents
Expired passports
Generic board resolutions without Nepal-specific language
Missing UBO disclosures
Incorrect notarisation format
Avoiding these can save weeks of delay.
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.
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.
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.
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.
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.
Foreign directors must submit a notarised passport copy, consent letter, specimen signature, and statutory declaration.
No. A properly executed Power of Attorney allows full remote incorporation.
Yes. Foreign corporate entities can hold shares, subject to proper board resolutions and UBO disclosures.
Yes, for most foreign-issued documents. Simple notarisation is insufficient.
Typically 7–10 working days after complete submission.