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
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
Before preparing documents, confirm the entity type.
Each structure has different paperwork.
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.
This section covers mandatory documents required in almost all cases.
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.
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.
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.
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.
Each director must submit:
Passport copy
Recent photograph
Personal details form
Nepal allows foreign directors, but documentation must be precise.
Foreign shareholding triggers extra compliance.
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
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.
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.
You must show a legal address in Nepal.
Accepted documents:
Lease agreement
Ownership certificate of premises
Landlord consent letter
Virtual offices are usually rejected.
This confirms:
Authorised capital
Issued capital
Paid-up capital
Foreign investment amounts must align with later FDI approval.
| 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.
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.
Follow this sequence:
Finalise company structure
Draft MOA and AOA
Collect shareholder documents
Prepare board resolutions
Notarise and consularise
Upload via OCR portal
Respond to clarifications
Preparation saves weeks.
Typical timelines:
Well-prepared documents: 3–7 working days
Clarification required: 2–4 weeks
Major errors: restart process
Document quality directly impacts speed.
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.
MOA, AOA, shareholder passports or incorporation certificates, director IDs, registered office proof, and foreign board resolutions.
Yes. Foreign documents must be notarised and usually consularised before submission.
Yes. Nepal allows 100 percent foreign ownership in most permitted sectors.
No. A Power of Attorney allows local representatives to complete registration.
With complete documents, registration typically takes under one week.
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.
Planning to register a company in Nepal?
Let our experts review your documents before submission.
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