Documents You Need for IT/Construction/Consultancy Company Registration in Nepal

If you are a foreign investor planning to enter Nepal, understanding the documents required for company registration Nepal is the first and most critical step. This is especially true for IT, construction, and consultancy companies, where sector-specific approvals, foreign investment rules, and compliance documents apply.

Nepal has significantly streamlined company registration in recent years. Yet, for foreign companies, documentation errors still remain the number-one cause of delays, rejections, and regulatory back-and-forth. This guide gives you the most authoritative, up-to-date, and practical explanation of exactly what documents you need, why they matter, and how to prepare them correctly the first time.

Why Documentation Matters More for Foreign Companies in Nepal

Unlike local founders, foreign companies must pass two parallel checks:

• Corporate registration with the Office of the Company Registrar (OCR)

• Foreign Direct Investment (FDI) approval under Nepal’s investment laws

Incomplete or incorrectly notarized documents can delay your entry by weeks or months, especially in regulated sectors like construction and professional consultancy.

Well-prepared documents signal credibility, financial substance, and long-term commitment to Nepal.

Overview: Documents Required for Company Registration Nepal (Foreign Investors)

At a high level, foreign companies registering an IT, construction, or consultancy business in Nepal must submit documents across five categories:

1. Company incorporation documents

2. Foreign investor documents

3. FDI and investment approvals

4. Sector-specific licenses

5. Post-registration statutory records

Each category is explained in detail below.

Documents Required for Company Registration Nepal (Core Checklist)

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1. Core Incorporation Documents (Mandatory for All Sectors)

These documents are submitted to the Office of the Company Registrar.

a. Application for Company Registration

A prescribed OCR application form signed by an authorized representative in Nepal.

b. Memorandum of Association (MOA)

Defines:

• Company objectives

• Authorized capital

• Shareholding structure

For IT, construction, and consultancy companies, the object clause must be precisely drafted to match sector regulators.

c. Articles of Association (AOA)

Covers:

• Board structure

• Voting rights

• Share transfers

• Governance rules

d. Company Name Approval Certificate

Issued by OCR after name reservation. Names must not conflict with existing companies or restricted terms.

2. Foreign Shareholder & Investor Documents

These are the most scrutinized documents in the entire process.

Required for Each Foreign Shareholder

• Passport copy (notarized)

• Passport-size photographs

• Address proof (utility bill or bank statement)

• Profile or CV (mandatory for consultancy and IT firms)

Required for Foreign Corporate Shareholders

• Certificate of Incorporation (home country)

• Memorandum & Articles (home country)

• Board Resolution approving Nepal investment

• Shareholder Resolution (if required)

• Company profile and business activities

All foreign documents must be notarized and, in some cases, consular-attested.

Power of Attorney (Often Overlooked but Critical)

Foreign investors usually issue a Power of Attorney authorizing a local representative to:

• Sign registration forms

• Liaise with government offices

• Open bank accounts

Incorrect POA formatting is one of the most common rejection reasons.

Sector-Specific Documentation: IT vs Construction vs Consultancy

IT Company Registration Documents

IT companies benefit from Nepal’s investment-friendly policies but still require clarity.

Additional IT-specific documents include:

• Detailed business plan

• Description of IT services (software, SaaS, BPO, data, AI, etc.)

• Technology deployment outline

• Data protection and confidentiality framework

IT firms exporting services can later apply for tax incentives and foreign currency repatriation benefits.

Construction Company Registration Documents

Construction is a regulated sector in Nepal.

Additional documents required:

• Technical manpower details (engineers, architects)

• Equipment list

• Experience certificates (home country or regional projects)

• Contractor classification application

• Bank guarantee (for licensing)

Construction companies must also register with sector authorities after OCR incorporation.

Consultancy Company Registration Documents

Consultancy companies face stricter scrutiny on expertise and credibility.

Required additional documents:

• Professional qualifications of key personnel

• Experience summaries

• Consultancy scope definition

• Sector specialization disclosure

• Engagement and fee structure outline

Consultancy firms operating in legal, engineering, or financial advisory may require professional council approvals.

Foreign Direct Investment (FDI) Documents Required

Foreign ownership triggers Nepal’s FDI framework.

Mandatory FDI Documents

• FDI application form

• Investment commitment letter

• Source of funds declaration

• Share subscription agreement

• Proposed capital injection schedule

FDI approval is issued by the relevant authority based on investment size and sector.

Table: Document Comparison by Industry Type (Original Insight)

This table highlights why copy-pasting documentation across sectors fails.

Numbered List: Step-by-Step Registration Flow

1. Name reservation with OCR

2. Preparation of MOA and AOA

3. Notarization of foreign documents

4. FDI application submission

5. Company registration approval

6. PAN and tax registration

7. Bank account opening

8. Sector-specific licensing (if applicable)

Each step depends on document accuracy at the previous stage.

Post-Registration Documents You Must Maintain

After registration, companies must maintain:

• Share register

• Director register

• Minutes of board meetings

• Share certificates

• Statutory filings with OCR

• Annual compliance records

Failure to maintain records can lead to penalties and affect profit repatriation.

Common Documentation Mistakes Foreign Companies Make

• Using generic MOA templates

• Missing consular attestation

• Incorrect business objectives

• Under-declared capital

• Misaligned sector descriptions

• Weak source of funds explanation

Avoiding these mistakes saves months.

FAQ: Documents Required for Company Registration Nepal

What are the minimum documents required for company registration Nepal?

You need MOA, AOA, name approval, foreign investor KYC documents, and FDI approval. Sector-specific documents may apply depending on business type.

Do all foreign companies need FDI approval in Nepal?

Yes. Any company with foreign ownership requires FDI approval before or alongside company registration.

Are documents required different for IT and construction companies?

Yes. Construction companies need technical manpower proof and licenses. IT companies focus on service descriptions and export frameworks.

Do documents need notarization?

Yes. All foreign-issued documents must be notarized and sometimes consular-attested.

How long does document verification take?

If documents are correct, approval typically takes two to four weeks. Errors can extend this significantly.

Conclusion

Understanding the documents required for company registration Nepal is the foundation of a smooth market entry for foreign IT, construction, and consultancy companies. Nepal welcomes foreign investment, but only when documentation aligns with legal, sectoral, and compliance expectations.

Getting this right the first time protects your capital, timeline, and reputation.