Nepal Accouting

Documents Required for Company Registration in Nepal: Full Checklist (2026)

Vijay Shrestha
Vijay Shrestha Dec 22, 2025 4:28:28 PM 3 min read

If you are planning market entry, one question comes up immediately: documents required for company registration Nepal.
For foreign companies, this is the single biggest source of delays, rejections, and compliance risk.

Nepal welcomes foreign investment, but only if documentation is accurate, consistent, and legally aligned.
Missing one paper can delay registration by weeks.

This authoritative 2026 guide gives you a clear, practical, and foreign-friendly checklist.
It reflects current practice at the Office of Company Registrar and related authorities.

By the end, you will know exactly:

  • What documents are mandatory

  • Which ones apply only to foreign shareholders

  • How requirements differ by company type

  • How to avoid common OCR rejections

Why Documentation Matters for Company Registration in Nepal

Company registration in Nepal is document-driven.
The registrar does not assess intent. It assesses paperwork.

Even experienced global firms face problems because:

  • Documents are not notarised correctly

  • Foreign papers lack consularisation or apostille

  • Shareholding disclosures conflict with capital structure

  • Translations do not match originals

Nepal’s framework is governed mainly by the Companies Act, 2006, with strict filing rules.

Documentation accuracy directly impacts:

  • Approval timelines

  • Future FDI approval

  • Bank account opening

  • Tax registration

  • Profit repatriation

Overview: Company Types Foreigners Can Register in Nepal

Before preparing documents, confirm the entity type.
Each structure has different paperwork.

Common structures for foreign companies

  • Private Limited Company (most common)

  • Public Limited Company (rare for market entry)

  • Branch Office (foreign parent remains liable)

  • Liaison Office (no revenue activities)

This guide focuses primarily on Private Limited Companies with foreign shareholders, as this is the most used structure.

Documents Required for Company Registration Nepal (Core Checklist)

This section covers mandatory documents required in almost all cases.

1. Application for Company Registration

This is the formal application submitted to the OCR portal.
It includes:

  • Proposed company name

  • Business objectives

  • Registered office address

  • Share capital structure

The application must exactly match supporting documents.

2. Memorandum of Association (MOA)

The MOA defines the company’s legal identity.

It must clearly state:

  • Company name

  • Registered address in Nepal

  • Business objectives

  • Share capital details

  • Liability clause

Foreign investors often face rejection due to overly broad objectives.

3. Articles of Association (AOA)

The AOA governs internal management.

It includes:

  • Director appointment rules

  • Share transfer restrictions

  • Voting rights

  • Board procedures

For foreign-owned companies, OCR expects governance clauses aligned with international practice.

4. Shareholder Identification Documents

For individual shareholders:

  • Passport copy

  • Passport must be valid

  • Notarisation required

For corporate shareholders:

  • Certificate of incorporation

  • Memorandum and Articles of parent company

  • Board resolution approving Nepal investment

Foreign corporate documents must be notarised and consularised.

5. Director Identification Documents

Each director must submit:

  • Passport copy

  • Recent photograph

  • Personal details form

Nepal allows foreign directors, but documentation must be precise.

Additional Documents Required for Foreign Companies

Foreign shareholding triggers extra compliance.

6. Board Resolution from Foreign Parent

This resolution must approve:

  • Investment in Nepal

  • Capital amount

  • Appointment of local representatives

It must be:

  • On company letterhead

  • Signed by authorised signatories

  • Notarised and consularised

7. Power of Attorney (PoA)

Foreign promoters must authorise a local representative.

The PoA allows:

  • Filing documents

  • Responding to OCR queries

  • Collecting certificates

This document is mandatory if promoters are not physically present.

8. Joint Venture Agreement (If Applicable)

Required when:

  • Foreign and Nepali partners invest together

It outlines:

  • Shareholding ratios

  • Capital commitments

  • Management rights

  • Exit clauses

OCR cross-checks this against MOA and AOA.

Registered Office Documents in Nepal

9. Registered Office Address Proof

You must show a legal address in Nepal.

Accepted documents:

  • Lease agreement

  • Ownership certificate of premises

  • Landlord consent letter

Virtual offices are usually rejected.

Capital-Related Documents

10. Share Capital Declaration

This confirms:

  • Authorised capital

  • Issued capital

  • Paid-up capital

Foreign investment amounts must align with later FDI approval.

Document Requirements by Entity Type (Comparison Table)

Entity Type Foreign Shareholders Key Extra Documents Revenue Allowed
Private Limited Yes FDI approval, PoA Yes
Branch Office Parent only Parent guarantees Yes
Liaison Office Parent only Activity restriction letter No

This table helps foreign firms choose the right structure early.

Common Mistakes That Cause Rejection

Avoid these frequent issues:

  • Mismatch between MOA and board resolution

  • Missing consularisation on foreign documents

  • Unclear business objectives

  • Incorrect share capital figures

  • Improper translations

These mistakes are the top reasons applications stall.

Step-by-Step: Preparing Documents the Right Way

Follow this sequence:

  1. Finalise company structure

  2. Draft MOA and AOA

  3. Collect shareholder documents

  4. Prepare board resolutions

  5. Notarise and consularise

  6. Upload via OCR portal

  7. Respond to clarifications

Preparation saves weeks.

How Long Document Verification Takes

Typical timelines:

  • Well-prepared documents: 3–7 working days

  • Clarification required: 2–4 weeks

  • Major errors: restart process

Document quality directly impacts speed.

Compliance After Registration (Often Overlooked)

Registration is only the first step.

Post-registration filings include:

  • PAN registration

  • FDI approval (if applicable)

  • Bank account opening

  • Capital injection reporting

Your initial documents affect all of these.

Frequently Asked Questions (People Also Ask)

What are the main documents required for company registration Nepal?

MOA, AOA, shareholder passports or incorporation certificates, director IDs, registered office proof, and foreign board resolutions.

Do foreign documents need notarisation for Nepal?

Yes. Foreign documents must be notarised and usually consularised before submission.

Can a foreigner be the sole shareholder in Nepal?

Yes. Nepal allows 100 percent foreign ownership in most permitted sectors.

Is physical presence required for registration?

No. A Power of Attorney allows local representatives to complete registration.

How many days does company registration take in Nepal?

With complete documents, registration typically takes under one week.

Conclusion: Get Your Documents Right the First Time

Understanding the documents required for company registration Nepal is the foundation of a smooth market entry.

Foreign companies that prepare correctly:

  • Register faster

  • Avoid repeated clarifications

  • Reduce legal risk

  • Move quickly to operations

Documentation is not paperwork.
It is your legal footprint in Nepal.

Call to Action

Planning to register a company in Nepal?
Let our experts review your documents before submission.

👉 Book a free document checklist review and avoid costly delays.

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Vijay Shrestha
Vijay Shrestha

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