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.
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.
Understanding the laws behind the checklist builds confidence and credibility with regulators.
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.
Before reviewing documents, confirm the entity type. Each option has slightly different requirements.
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.
Below is the complete, regulator-ready checklist foreign companies need.
These documents establish the identity, legality, and credibility of the foreign shareholder.
Certificate of Incorporation of the foreign company
Memorandum and Articles of Association of the parent company
Board Resolution approving investment in Nepal
Shareholder Resolution authorising incorporation
Passport copies of directors and shareholders
Company profile or business background document
All foreign documents must be:
Notarised
Apostilled or embassy-attested
Translated into English if required
These documents define the legal identity of the Nepal entity.
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.
FDI approval is mandatory before incorporation proceeds.
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
Nepal requires traceability of foreign capital inflows.
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.
These documents establish accountability and governance.
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.
These documents enable operational readiness after incorporation.
PAN (Permanent Account Number) application
VAT registration (if applicable)
Local ward office registration
Office lease agreement
These are essential for payroll, taxation, and invoicing.
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
Avoid these errors to save weeks of delays:
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.
| Entity Type | FDI Approval | Capital Injection | Parent Company Docs | Operational Scope |
|---|---|---|---|---|
| Private Limited Company | Yes | Mandatory | Required | Full operations |
| Branch Office | Yes | Case-based | Required | Revenue allowed |
| Liaison Office | Yes | No | Required | Non-commercial |
| Joint Venture | Yes | Mandatory | Required | Shared control |
This comparison helps foreign companies choose the most document-efficient structure.
Most foreign companies underestimate preparation time.
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.
Documents do not end at registration.
Annual financial statements
Tax filings and audit reports
FDI reporting to NRB
Share transfer approvals
Proper record-keeping protects your investment and repatriation rights.
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.
Yes. Foreign companies must obtain FDI approval before incorporation under FITTA 2019. No incorporation proceeds without it.
Yes. Foreign company documents must be notarised and apostilled or embassy-attested to be accepted in Nepal.
Authorities require a capital commitment letter and source of funds declaration. Minimum thresholds depend on sector.
Yes. Foreign individuals can invest directly, but documentation requirements differ slightly.
A private limited company requires at least one director. Foreign nationals are permitted.
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.
Planning to incorporate a company in Nepal?
Speak with our incorporation specialists to receive a customised document checklist, timeline, and compliance roadmap tailored to your business.