Documents Required for Foreigners Registering a Company in Nepal

If you are a foreign investor planning market entry, understanding the documents required for company registration Nepal is the single most important step. Missing or incorrect paperwork is the number-one reason FDI applications stall or fail.

This guide is written specifically for foreign companies and overseas promoters. It explains every document you must prepare, why it is required, and how Nepalese authorities review it. You will also learn how documentation differs by entity type, sector, and investment size.

By the end, you will have a clear, submission-ready checklist aligned with Nepal’s current legal and regulatory framework.

Why Nepal Has Strict Documentation Rules for Foreign Companies

Nepal welcomes foreign investment, but it regulates entry carefully to protect national interest, foreign exchange stability, and labour compliance.

Company registration for foreigners is governed primarily by:

• Department of Industry (DOI)

• Office of the Company Registrar (OCR)

• Nepal Rastra Bank (NRB)

These authorities enforce laws including the Foreign Investment and Technology Transfer Act 2019, Companies Act 2006, and Industrial Enterprises Act 2020.

Each document proves one of three things:

1. Identity and legitimacy of the foreign investor

2. Source and structure of the foreign capital

3. Compliance with Nepalese corporate, tax, and labour laws

Documents Required for Company Registration Nepal (Foreign Investors)

This section contains the core checklist. These documents are mandatory for most foreign-owned companies.

1. Investor Identification Documents

Foreign promoters must submit certified identification.

For individual investors

• Passport copy (notarised)

• Passport-size photographs

• Personal profile or CV

For corporate investors

• Certificate of Incorporation (home country)

• Memorandum & Articles of Association

• Board Resolution approving Nepal investment

All foreign documents must be notarised and, where required, apostilled or consularised.

2. Application for Foreign Direct Investment (FDI)

Before company registration, foreign investors must obtain FDI approval.

Required documents include:

• Prescribed FDI application form

• Cover letter describing the investment

• Proposed shareholding structure

• Sector description and compliance declaration

FDI approval is issued by the Department of Industry for most sectors.

3. Detailed Project Report (DPR) or Business Plan

A DPR explains what the company will do in Nepal.

It typically includes:

• Nature of business activities

• Market overview and revenue model

• Staffing and employment plan

• Capital expenditure forecast

• Technology transfer (if applicable)

Authorities assess whether the project aligns with Nepal’s permitted investment sectors.

4. Constitutional Company Documents

Once FDI approval is granted, company incorporation documents are submitted to the OCR.

Mandatory documents:

• Memorandum of Association (MoA)

• Articles of Association (AoA)

• Share subscription agreement

• Consent letters from directors and shareholders

These must comply with the Companies Act 2006.

5. Foreign Investment Commitment Documents

To prove financial capability and capital inflow intent:

• Bank reference letter from overseas bank

• Source of funds declaration

• Share valuation (if applicable)

• Investment schedule and tranche plan

These documents are closely reviewed by Nepal Rastra Bank for foreign exchange compliance.

6. Power of Attorney (PoA)

Foreign promoters usually appoint a local representative.

The PoA authorises:

• Submission of applications

• Liaison with regulators

• Company registration formalities

The PoA must be notarised and, if executed abroad, consularised.

Additional Documents Required After Registration

Company registration is not the final step. Foreign-owned companies must complete post-incorporation compliance.

Tax and Labour Registration Documents

• Permanent Account Number (PAN) registration

• VAT registration (if applicable)

• Social Security Fund (SSF) employer registration

• Local ward office registration

Failure to complete these steps can trigger penalties.

Table: Document Requirements by Foreign Entry Structure

Insight: Many foreign companies start with an EOR model, then convert to FDI once scale is proven.

Sector-Specific Documentation Requirements

Certain industries require additional approvals.

Regulated Sectors

• Banking and financial services

• Insurance

• Energy and hydropower

• Telecommunications

Extra documents may include:

• Sector regulator approval

• Technical feasibility studies

• Minimum capital certification

Common Documentation Mistakes Foreigners Make

Avoid these frequent errors:

• Submitting unsigned board resolutions

• Using generic business plans

• Mismatch between MoA and DPR activities

• Incorrect apostille format

• Declaring prohibited or restricted sectors

These mistakes often delay approval by 30–90 days.

How Long Does Documentation Review Take?

Typical timelines:

• FDI approval: 15–30 working days

• Company registration: 3–7 working days

• NRB capital approval: 7–14 working days

Incomplete documentation is the main cause of delays.

Why Professional Support Matters

Nepal’s documentation rules are process-driven, not just checklist-driven.

Experienced advisors:

• Draft regulator-friendly DPRs

• Align MoA clauses with FDI approvals

• Coordinate DOI, OCR, and NRB workflows

• Prevent rejections before submission

For foreign companies, this reduces risk and speeds up market entry.

Conclusion: Documents Required for Company Registration Nepal

Preparing the correct documents required for company registration Nepal is the foundation of a successful foreign investment. Each document plays a legal, financial, or regulatory role.

When structured correctly, the process is predictable and efficient. When handled poorly, it becomes costly and delayed.

Foreign companies that treat documentation as a strategic compliance exercise, not paperwork, enter Nepal faster and safer.

Call to Action

Planning to register a company in Nepal as a foreign investor?
Speak with our FDI and corporate compliance specialists for a document-ready checklist, drafting support, and end-to-end approvals.

👉 Book a free Nepal market entry consultation today.

FAQs – Documents Required for Foreigners Registering a Company in Nepal

1. What is the minimum documentation for FDI approval in Nepal?

You need investor IDs, a board resolution, business plan, source of funds declaration, and FDI application form.

2. Do all foreign documents need apostille?

Yes. Most foreign documents must be notarised and apostilled or consularised before submission.

3. Can one foreigner register a company alone in Nepal?

Yes. A single foreign shareholder is permitted, subject to sector eligibility and FDI approval.

4. Is physical presence required in Nepal?

No. Registration can be completed remotely using a valid Power of Attorney.

5. How much capital must be committed initially?

The minimum FDI threshold is NPR 20 million, unless sector-specific rules apply.