Documents Required for Company Incorporation in Nepal (Checklist)

If you are planning company incorporation Nepal, getting the documentation right is the single biggest factor that determines speed, approval, and compliance. Many foreign investors face delays not because of complex laws, but due to incomplete or incorrectly prepared documents.

Nepal welcomes foreign investment under a clear legal framework. However, the documentation requirements differ based on ownership structure, investment route, and entity type. This guide provides the most authoritative, up-to-date checklist of documents required for company incorporation in Nepal, specifically tailored for foreign companies.

By the end, you will know exactly what to prepare, how to prepare it, and how to avoid costly rework.

Why Documentation Matters in Company Incorporation Nepal

Nepal’s regulators follow a document-driven approval system. Every authority relies on written evidence to verify:

• Investor identity and credibility

• Source and legality of funds

• Business purpose and sector eligibility

• Compliance with foreign investment laws

Incomplete paperwork leads to rejection, re-submission, or indefinite processing delays.

For foreign companies, documentation also protects your legal rights, repatriation ability, and future exit.

Legal Framework Governing Company Incorporation in Nepal

Understanding the laws behind the checklist builds confidence and credibility with regulators.

Key legislation you should know

• Companies Act, 2006

• Foreign Investment and Technology Transfer Act (FITTA), 2019

• Industrial Enterprises Act, 2020

• Income Tax Act, 2002

• Nepal Rastra Bank (NRB) Foreign Exchange Directives

These laws collectively define what documents are required, how they must be presented, and who must approve them.

Types of Entities Foreign Companies Can Incorporate

Before reviewing documents, confirm the entity type. Each option has slightly different requirements.

Common incorporation structures

• Private Limited Company (FDI subsidiary)

• Branch Office

• Liaison Office

• Joint Venture Company

This article focuses primarily on FDI-based private limited company incorporation, which is the most common route.

Documents Required for Company Incorporation Nepal (Master Checklist)

Below is the complete, regulator-ready checklist foreign companies need.

1. Foreign Investor Documents

These documents establish the identity, legality, and credibility of the foreign shareholder.

Mandatory documents

1. Certificate of Incorporation of the foreign company

2. Memorandum and Articles of Association of the parent company

3. Board Resolution approving investment in Nepal

4. Shareholder Resolution authorising incorporation

5. Passport copies of directors and shareholders

6. Company profile or business background document

All foreign documents must be:

• Notarised

• Apostilled or embassy-attested

• Translated into English if required

2. Proposed Nepal Company Documents

These documents define the legal identity of the Nepal entity.

Core incorporation documents

• Proposed company name (3 alternatives)

• Memorandum of Association (MOA)

• Articles of Association (AOA)

• Company objectives aligned with approved sectors

• Registered office address in Nepal

The MOA and AOA must strictly align with FITTA and sector restrictions. Over-broad objectives are a common reason for rejection.

3. Foreign Direct Investment (FDI) Approval Documents

FDI approval is mandatory before incorporation proceeds.

Required for FITTA approval

• FDI application form

• Detailed project proposal or business plan

• Investment amount declaration

• Shareholding structure chart

• Source of funds declaration

Authorities assess whether the investment:

• Falls within permitted sectors

• Meets minimum capital thresholds

• Complies with national interest guidelines

4. Capital and Banking Documents

Nepal requires traceability of foreign capital inflows.

Banking documentation checklist

• Commitment letter for capital injection

• Bank reference letter from investor’s bank

• Proposed capital structure statement

• Timeline for fund remittance

After approval, capital must be remitted through official banking channels regulated by Nepal Rastra Bank.

5. Director and Management Documents

These documents establish accountability and governance.

Individual documentation

• Passport copies of directors

• Recent passport-size photographs

• Director consent letters

• Specimen signatures

Foreign directors do not need residency visas at incorporation stage, but appointments must be properly documented.

6. Local Compliance and Statutory Documents

These documents enable operational readiness after incorporation.

Post-incorporation registrations

• PAN (Permanent Account Number) application

• VAT registration (if applicable)

• Local ward office registration

• Office lease agreement

These are essential for payroll, taxation, and invoicing.

Summary Checklist (Quick Reference)

For easy planning, here is a consolidated view:

• Foreign company incorporation documents

• Board and shareholder resolutions

• FDI application and business plan

• MOA and AOA of Nepal company

• Banking and capital commitment documents

• Director identification documents

• Registered office proof

Common Documentation Mistakes Foreign Companies Make

Avoid these errors to save weeks of delays:

Frequent issues

• Objectives not aligned with approved sectors

• Improper notarisation or apostille

• Inconsistent shareholder names

• Missing capital source explanations

• Over-generic business plans

Regulators scrutinise consistency across documents. Even minor mismatches trigger re-submission.

Document Requirements by Entity Type (Comparison Table)

This comparison helps foreign companies choose the most document-efficient structure.

How Long Does Document Preparation Take?

Most foreign companies underestimate preparation time.

Typical timelines

• Foreign document notarisation: 7–14 days

• Apostille or embassy attestation: 7–21 days

• Business plan drafting: 3–5 days

• Government review cycles: 15–30 days

With expert coordination, company incorporation Nepal can be completed in 4–6 weeks.

Compliance After Incorporation

Documents do not end at registration.

Ongoing documentation obligations

• Annual financial statements

• Tax filings and audit reports

• FDI reporting to NRB

• Share transfer approvals

Proper record-keeping protects your investment and repatriation rights.

Why Work With an Incorporation Specialist

Foreign investors benefit from local expertise that understands both law and regulator expectations.

An experienced advisor ensures:

• Correct document formatting

• Faster approvals

• Reduced legal risk

• Full post-incorporation compliance

This is especially critical for regulated sectors and multi-shareholder structures.

Frequently Asked Questions (People Also Ask)

Is FDI approval mandatory for company incorporation Nepal?

Yes. Foreign companies must obtain FDI approval before incorporation under FITTA 2019. No incorporation proceeds without it.

Do documents need to be apostilled?

Yes. Foreign company documents must be notarised and apostilled or embassy-attested to be accepted in Nepal.

What is the minimum capital documentation required?

Authorities require a capital commitment letter and source of funds declaration. Minimum thresholds depend on sector.

Can individuals incorporate without a foreign company?

Yes. Foreign individuals can invest directly, but documentation requirements differ slightly.

How many directors are required?

A private limited company requires at least one director. Foreign nationals are permitted.

Conclusion

Preparing the right documents is the foundation of successful company incorporation Nepal. For foreign companies, accuracy, alignment with law, and proper attestation are non-negotiable.

A structured checklist reduces delays, ensures compliance, and protects your investment from day one.

Call to Action

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