Documents Needed to Register a Private Limited Company in Nepal

You have the plan, the funding, and the vision. You know Nepal has the right mix of talent and opportunity. But when you finally decide to start the registration process for your company, you realize the hardest part is not the investment itself, it is the documentation.

You start asking questions. What is actually needed for FDI approval? Do documents from your home country need to be notarized? How do you prove your remittance to the Nepal Rastra Bank?

For many foreign founders, the confusion around paperwork becomes the biggest barrier to entering Nepal. And yet, every single compliance step is straightforward when you understand what each document means, why it matters, and how it connects to the country’s business law.

This article is your comprehensive guide to documents required for private limited company registration in Nepal in 2025. It covers every approval stage, digital verification rule, and practical tip that ensures your company registration is smooth, compliant, and future-proof.

Why Nepal is the Right Place to Establish Your Private Limited Company

Strategic Growth Location

Nepal connects two of the largest global markets, India and China, giving businesses access to a combined customer base of more than 2.8 billion people.

Rising Foreign Investment Confidence

In the fiscal year 2024 to 2025, Nepal recorded foreign investment worth more than NPR 64 billion, a 36 percent increase compared to the previous year.

Simplified Digital Filing

Government agencies such as the Office of the Company Registrar and the Department of Industry now accept online document submission and e-verification. You can complete most steps remotely.

Growing Professional Workforce

Nepal’s young and skilled professionals in accounting, IT, and customer operations make it ideal for international firms expanding their back-office or outsourcing operations.

Understanding Private Limited Company Registration in Nepal

A Private Limited Company, also known as Pvt. Ltd., is the most common legal structure under Nepal’s Companies Act 2006. It is suitable for both local and foreign investors and offers limited liability, separate legal identity, and flexible ownership.

For foreign companies, registering as a private limited company enables you to legally employ local staff, issue invoices, manage taxes, and repatriate profits under the Foreign Investment and Technology Transfer Act (FITTA) 2019.

Key Legal Framework and Authorities

Documents Needed for Private Limited Company Registration in Nepal

Below is the complete document checklist divided by category and investor type.

For Local Shareholders

• Citizenship certificates of each shareholder and director

• Signed Memorandum of Association (MOA) and Articles of Association (AOA)

• Lease agreement or ownership proof of the business office

• Recent passport-size photographs

• Permanent Account Number (if applicable)

For Foreign Shareholders

• Certificate of Incorporation or Business Registration of the parent company

• Board Resolution approving investment in Nepal

• Power of Attorney appointing a local representative

• Passport copies of directors and shareholders

• Company profile, including the sector of operation and background

• SWIFT transfer proof of investment sent to a Nepal Rastra Bank-approved account

Important: All foreign documents must be notarized and legalized by the concerned Nepali embassy or the Ministry of Foreign Affairs before submission.

Additional Documentation Required for FDI Approval

Foreign investors must first obtain approval from the Department of Industry or the Investment Board of Nepal. The following documents are mandatory for FDI registration.

1. Application for Foreign Investment Approval

2. Feasibility Study or Business Plan

3. Investor’s citizenship or passport copy

4. MOA and AOA draft

5. Proof of proposed capital structure

6. Financial statement or audited report of the parent company (for corporate investors)

7. Commitment letter for inward remittance

Once verified, the investor receives a Letter of Approval, allowing the opening of a foreign investment bank account and capital transfer.

Digital Documentation: How Nepal Has Modernized Its Process

Since 2023, Nepal’s regulatory system has adopted digital infrastructure that allows investors to submit scanned, e-signed, and verified copies of key documents.

• The Office of the Company Registrar accepts PDF filings with verified digital signatures.

• The Department of Industry has launched a real-time FDI monitoring dashboard.

• The Nepal Rastra Bank now verifies remittance through its Digital Fund Flow Tracking System.

• The Inland Revenue Department allows online PAN and VAT registration using soft copies of legal documents.

This transformation has reduced the registration timeline by more than 40 percent and has made remote incorporation viable for global investors.

Step-by-Step Process with Document Requirements

Step 1: Company Name Reservation

Reserve your desired company name at the Office of the Company Registrar portal. The name must end with “Private Limited” and remain valid for 35 days.

Step 2: Draft and Approve MOA and AOA

These documents outline your company’s purpose, structure, and management. They must be signed by all shareholders and directors.

Step 3: Obtain FDI Approval

Submit the application with your business plan, parent company documents, and investment proof to the Department of Industry or the Investment Board of Nepal.

Step 4: Open a Foreign Investment Bank Account

Once FDI approval is granted, open a foreign currency account in a Nepal Rastra Bank-licensed commercial bank and remit your capital.

Step 5: Register with the Office of the Company Registrar

Provide notarized copies of all incorporation and shareholder documents, lease agreement, passport copies, and bank proof of remittance.

Step 6: Register for PAN and VAT

Obtain a Permanent Account Number and register for VAT if your turnover exceeds NPR 5 million or if you import or export services.

Step 7: Register with the Social Security Fund

Enroll your employees in the Social Security Fund within 30 days of hiring. Maintain labour contracts and contribution records.

Table: Minimum Capital and Authority Overview

Expert Insight: Always set your authorized capital slightly higher than the initial paid-up capital to simplify future expansion or reinvestment.

Post-Registration Documents to Maintain

Many foreign companies overlook this step. After registration, you must maintain the following statutory documents at all times.

• Board meeting minutes and resolutions

• Share register and shareholder ledger

• Annual audit report and financial statements

• Tax clearance certificates and VAT filings

• Employee payroll and SSF contribution records

• Updated lease or ownership documents

Failure to maintain these can result in penalties or delays during audits and renewals.

Taxation and Documentation for Compliance

Proper documentation is key to claiming rebates, repatriating profits, and maintaining a clean compliance record.

Modern Business Setup Trends in Nepal

Digital Verification and Remote Incorporation

Global investors are now completing the entire registration cycle remotely using certified e-signature platforms and embassy-verified documents.

Corporate Transparency and Due Diligence

Nepal has aligned its company registration system with FATF standards, ensuring stricter due diligence on the source of funds and beneficial ownership disclosures.

Industry-Specific Documentation Needs

Sectors like fintech, IT, and energy require additional regulatory documents such as data protection policies or environmental assessments.

Data-Driven Compliance

Tech-enabled accounting and HR systems now automate PAN filing, payroll generation, and SSF uploads, reducing documentation errors and saving time.

Frequently Asked Questions

1. Can foreigners fully own a private limited company in Nepal?
Yes, under FITTA 2019, foreigners can own up to 100 percent of a private limited company in most sectors except restricted ones like retail or personal services.

2. What is the minimum foreign investment required for registration?
The minimum foreign investment is NPR 20 million per investor, which must be remitted through an NRB-licensed bank and verified with SWIFT proof.

3. Do foreign documents need to be notarized for company registration?
Yes, all foreign documents must be notarized and legalized by the Nepali embassy or the Ministry of Foreign Affairs before submission.

4. How long does it take to register a private limited company in Nepal?
The process usually takes 15 to 25 working days for foreign investors and about 7 to 10 days for local investors.

5. Can profits be repatriated abroad after registration?
Yes, after obtaining tax clearance and NRB approval, profits can be repatriated legally to the investor’s home country.

Registering a private limited company in Nepal should not feel overwhelming. With the right documentation strategy, expert support, and digital coordination, you can set up your entity faster and operate without risk of compliance gaps.

At Digital Consulting Ventures (DCV), we help international businesses go beyond registration. Our team assists you from document preparation to FDI approval, bank coordination, and long-term compliance.

We handle the paperwork so you can focus on building your team, serving your clients, and scaling globally from Nepal.

Our Services Include

• End-to-end company registration and FDI setup

• OCR, DOI, and NRB coordination

• Accounting, audit, and payroll documentation

• Legal drafting and HR policy frameworks

Ready to get started?
Speak with our corporate compliance experts today and receive a personalized registration roadmap for your business in Nepal.