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.
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:
Identity and legitimacy of the foreign investor
Source and structure of the foreign capital
Compliance with Nepalese corporate, tax, and labour laws
This section contains the core checklist. These documents are mandatory for most foreign-owned companies.
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.
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.
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.
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.
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.
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.
Company registration is not the final step. Foreign-owned companies must complete post-incorporation compliance.
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.
| Entry Model | Key Authority | Core Documents | Complexity |
|---|---|---|---|
| Private Limited (FDI) | DOI + OCR | Full FDI + MoA/AoA | High |
| Branch Office | DOI | Parent documents + PoA | Medium |
| Liaison Office | DOI | Non-commercial declaration | Low |
| EOR (No Entity) | Labour + Service Provider | Commercial agreement only | Very Low |
Insight: Many foreign companies start with an EOR model, then convert to FDI once scale is proven.
Certain industries require additional approvals.
Banking and financial services
Insurance
Energy and hydropower
Telecommunications
Extra documents may include:
Sector regulator approval
Technical feasibility studies
Minimum capital certification
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.
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.
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.
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.
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.
You need investor IDs, a board resolution, business plan, source of funds declaration, and FDI application form.
Yes. Most foreign documents must be notarised and apostilled or consularised before submission.
Yes. A single foreign shareholder is permitted, subject to sector eligibility and FDI approval.
No. Registration can be completed remotely using a valid Power of Attorney.
The minimum FDI threshold is NPR 20 million, unless sector-specific rules apply.