Documents Required for the Company Registration Process in Nepal

Company registration in Nepal can be straightforward if foreign companies prepare the correct documents from the start.
Most delays happen due to incomplete paperwork, incorrect notarisation, or missing approvals under Nepal’s foreign investment laws.

This guide provides the most authoritative, up-to-date document checklist for foreign companies registering in Nepal.
It covers private limited companies, foreign direct investment approvals, sector-specific clearances, and post-registration filings.

Whether you are expanding operations, setting up a cost centre, or hiring staff locally, this article shows you exactly what documents are required, why they matter, and how to prepare them correctly.

Why Documentation Matters in Company Registration in Nepal

Nepal follows a document-driven corporate approval system.
Every authority relies on written, verified evidence.

Incomplete or poorly drafted documents can result in:

• Rejection by the Office of Company Registrar (OCR)

• Delays in foreign investment approval

• Banking and capital repatriation issues

• Compliance risk under FITTA 2019 and the Companies Act 2006

Preparing the right documents upfront protects timelines, capital, and regulatory standing.

Authorities Involved in Company Registration in Nepal

Foreign companies must submit documents to multiple bodies:

1. Office of Company Registrar (OCR) – incorporation

2. Department of Industry (DOI) or Investment Board Nepal (IBN) – FDI approval

3. Nepal Rastra Bank (NRB) – capital inflow compliance

4. Inland Revenue Department (IRD) – tax registration

5. Local Ward Office – business location registration

Each authority has distinct documentation requirements.

Documents Required for Company Registration in Nepal (Core Incorporation Set)

1. Application for Company Registration

This is the formal request to incorporate a company.

Key requirements:

• Prescribed OCR application form

• Company name approval reference

• Proposed business activities

The application must align with Nepal Standard Industrial Classification (NSIC).

2. Memorandum of Association (MOA)

The MOA defines the company’s legal identity.

It must include:

• Company name

• Registered office address in Nepal

• Objectives and permitted activities

• Share capital structure

• Liability clause

The objectives must be FDI-permissible under FITTA 2019.

3. Articles of Association (AOA)

The AOA governs internal management.

It typically covers:

• Share issuance and transfers

• Director powers and duties

• Meeting procedures

• Dividend and reserve policies

Foreign shareholders should ensure alignment with international governance standards.

4. Passport Copies of Foreign Shareholders and Directors

Each foreign individual must submit:

• Clear, notarised passport copy

• Validity exceeding six months

If a corporate shareholder exists, additional documents apply.

5. Photographs of Shareholders and Directors

• Passport-size

• White background

• Recent (within six months)

Additional Documents for Foreign Direct Investment Approval

Foreign companies cannot complete company registration in Nepal without FDI approval.

6. Foreign Investment Application Form

Submitted to DOI or IBN depending on investment size.

It outlines:

• Investment amount

• Sector classification

• Ownership structure

• Planned operations

7. Board Resolution from Foreign Parent Company

Mandatory when the investor is a foreign entity.

The resolution must:

• Approve investment in Nepal

• Specify investment amount

• Authorise a local representative

It must be notarised and apostilled.

8. Certificate of Incorporation of Foreign Company

Issued by the home country authority.

Requirements:

• Notarised

• Apostilled or embassy-attested

• English translation if applicable

9. Constitutional Documents of Foreign Company

These include:

• Memorandum and Articles

• Bylaws or equivalent charter documents

They establish legal standing and authority.

10. Shareholder Register of Foreign Company

Shows:

• Ownership structure

• Ultimate beneficial owners

Required for AML and compliance screening.

Capital and Banking-Related Documents

11. Proposed Investment Schedule

Details:

• Capital amount

• Timeline of remittance

• Use of funds

This schedule must match bank inflows.

12. Bank Recommendation Letter (Post-Approval)

After approval, banks require:

• FDI approval letter

• Company incorporation certificate

• Tax registration details

Registered Office and Local Compliance Documents

13. Registered Office Address Proof

One of the following:

• Rental agreement

• Ownership certificate

• Consent letter from property owner

14. Local Representative Appointment Letter

Foreign investors must appoint a local authorised person.

The letter must specify:

• Authority scope

• Signing powers

• Duration

Tax and Statutory Registration Documents

15. PAN Registration Application

Issued by Inland Revenue Department.

Required documents:

• Company registration certificate

• MOA and AOA

• Lease agreement

16. VAT Registration (If Applicable)

Mandatory if turnover exceeds statutory threshold or for certain sectors.

Sector-Specific Approval Documents

Certain sectors require additional approvals.

Examples include:

• IT and software services

• Tourism and hospitality

• Energy and infrastructure

• Education and training

Each regulator may request feasibility studies or technical documents.

Post-Registration Compliance Documents

17. Share Certificate Issuance Records

Issued to shareholders after incorporation.

18. Statutory Registers

Companies must maintain:

• Share register

• Director register

• Minutes book

19. Social Security Fund (SSF) Registration

Mandatory for employers hiring staff in Nepal.

Summary Table: Documents Required for Company Registration in Nepal

This table highlights why document sequencing matters.

Common Mistakes Foreign Companies Make

Foreign investors often face delays due to:

• Mismatch between MOA objectives and FDI approval

• Improper notarisation or apostille

• Inconsistent shareholder names across documents

• Using residential addresses without consent letters

Professional review avoids these issues.

Timeline Impact of Documentation Accuracy

Accurate documentation can reduce registration timelines by 30–50%.

Incomplete submissions often result in:

• Re-filings

• Clarifications

• Regulatory holds

Preparation is the fastest compliance strategy.

Legal Basis for Document Requirements

All document requirements are governed by:

• Companies Act 2006

• Foreign Investment and Technology Transfer Act 2019

• Industrial Enterprises Act 2020

• Income Tax Act 2002

• Nepal Rastra Bank Foreign Exchange Regulations

These laws empower authorities to demand strict documentation.

How Professional Advisors Add Value

Expert advisors help by:

• Drafting compliant MOA and AOA

• Managing apostille and notarisation

• Coordinating approvals across authorities

• Ensuring future repatriation compliance

This reduces risk for foreign companies entering Nepal.

Call to Action

If you are planning company registration in Nepal, do not risk delays or compliance errors.
Speak with a Nepal market-entry specialist to review your documents and manage the full registration process end-to-end.

👉 Book a free consultation to get your personalised document checklist.

Frequently Asked Questions (People Also Ask)

What documents are required for foreign company registration in Nepal?

Foreign companies need incorporation forms, MOA, AOA, FDI approval documents, passports, board resolutions, and tax registrations. Sector-specific approvals may apply.

Do documents need to be notarised or apostilled?

Yes. Foreign documents must be notarised and apostilled or embassy-attested before submission in Nepal.

How long does document verification take in Nepal?

Verification typically takes one to three weeks if documents are complete and correctly prepared.

Can documents be submitted digitally?

Initial filings are digital, but original signed and notarised documents are still required for final approval.

Is FDI approval mandatory for all foreign shareholders?

Yes. Any foreign ownership requires approval under FITTA 2019 before company registration is completed.

Conclusion

Company registration in Nepal depends heavily on accurate, legally compliant documentation.
Foreign companies that prepare the correct documents upfront enjoy faster approvals, lower risk, and smoother operations.

With the right guidance, Nepal can be a highly strategic and cost-effective expansion destination.