Essential Documents for Private Company Registration in Nepal: A Checklist

If you are a foreign investor comparing private vs public company in Nepal, documentation is the first real test of readiness. Nepal is welcoming to foreign investment, but it is also process-driven. Missing or poorly prepared documents cause delays, rejections, and unnecessary compliance risk.

This guide gives you the most authoritative, practical checklist for private company registration in Nepal, written specifically for foreign companies. You will understand what documents are required, why regulators ask for them, and how the process differs when compared to a public company structure.

Understanding Private vs Public Company in Nepal

Before diving into documents, it is important to understand the structural difference.

A private company in Nepal is typically chosen by foreign investors because it offers:

• Faster incorporation
• Lower compliance burden
• Full control with limited shareholders

A public company is usually relevant only when raising capital from the public or planning a Nepal stock exchange listing.

Legal basis

Company registration and governance in Nepal is governed by the Companies Act 2006, supported by foreign investment laws and sector-specific regulations.

Why Foreign Companies Prefer Private Companies in Nepal

For most foreign investors, the private company structure aligns better with operational reality.

Key advantages

• No minimum public shareholding
• Limited disclosure obligations
• Faster approval timelines
• Easier board and shareholder control
• Lower audit and reporting complexity

This is why over 90 percent of foreign-owned companies in Nepal register as private companies rather than public ones.

Essential Documents for Private Company Registration in Nepal

This is the core checklist foreign companies must prepare. All documents must be accurate, consistent, and often notarized or apostilled.

Master Checklist for Private Company Registration

1. Company name reservation documents

• Proposed company name (in English or Nepali)
• Name reservation application
• Power of attorney for local representative

Name approval is obtained from the Office of Company Registrar.

2. Memorandum of Association (MOA)

The MOA defines:

• Company objectives
• Authorized share capital
• Shareholding structure
• Liability limitation

Foreign investors should align the MOA with approved foreign investment activities.

3. Articles of Association (AOA)

The AOA governs:

• Board powers
• Share transfers
• Voting rights
• Director appointment and removal

Well-drafted AOAs reduce shareholder disputes later.

4. Shareholder identification documents

For individual shareholders:

• Passport copy
• Passport-size photographs
• Permanent address proof

For corporate shareholders:

• Certificate of incorporation
• Board resolution approving Nepal investment
• Shareholding structure chart
• Authorized signatory details

5. Director identification documents

• Passport copies of all directors
• Director consent letters
• Specimen signatures

At least one director must be appointed at incorporation.

6. Foreign investment approval documents

Foreign companies must comply with Foreign Investment and Technology Transfer Act 2019.

Required documents include:

• Foreign investment application
• Project profile
• Investment amount confirmation
• Technology transfer details (if applicable)

7. Power of attorney

• Authorizing a local consultant or representative
• Must be notarized and apostilled in the home country

8. Registered office documents

• Office lease agreement
• Ownership certificate (if owned)
• Municipality recommendation letter

9. Capital commitment documents

• Share capital declaration
• Investment timeline
• Bank coordination letter (post-registration)

Private vs Public Company in Nepal: Document Comparison Table

Insight:
Foreign companies typically choose private companies because public company documentation increases both cost and regulatory exposure without operational benefit.

Step-by-Step Document Submission Process

Here is how the documentation flows in practice.

1. Name reservation approval
2. MOA and AOA drafting and filing
3. Shareholder and director KYC submission
4. Foreign investment approval
5. Company registration certificate issuance
6. Tax and statutory registrations

Each step depends on document accuracy. Errors compound delays.

Common Documentation Mistakes Foreign Companies Make

Avoid these frequent issues:

• Misaligned business objectives in MOA
• Inconsistent shareholder names across documents
• Missing apostille or notarization
• Underestimating foreign investment compliance
• Using generic templates not adapted to Nepal law

These mistakes can delay incorporation by weeks.

Compliance After Registration: Documents You Will Still Need

Registration is not the end.

Foreign companies must maintain:

• Tax registration certificates
• Employment contracts
• Social security enrollment records
• Annual compliance filings
• Audit reports

Planning documentation early prevents future compliance risk.

EEAT: Legal and Regulatory References

This article is based on:

• Companies Act 2006
• Foreign Investment and Technology Transfer Act 2019
• Office of Company Registrar guidelines
• Department of Industry foreign investment procedures

These are the primary sources regulators rely on.

Final Thoughts on Private vs Public Company in Nepal

For most foreign investors, the private vs public company in Nepal decision is straightforward. A private company offers speed, flexibility, and control. The key to success is document readiness.

If your documents are accurate, aligned, and professionally structured, Nepal incorporation becomes predictable and efficient.

FAQs: Private vs Public Company in Nepal

Is a private company better than a public company in Nepal?

Yes. For most foreign companies, private companies offer lower compliance, faster registration, and full control without public disclosure requirements.

How long does private company registration take in Nepal?

If documents are ready, registration typically takes 2 to 4 weeks, excluding foreign investment approval timelines.

Can a foreign company own 100 percent of a private company in Nepal?

Yes, subject to sector approval under foreign investment laws.

Is minimum capital required for private companies in Nepal?

There is no fixed minimum, but foreign investment thresholds apply depending on sector.

Can a private company later convert into a public company?

Yes. Conversion is allowed but requires additional approvals and compliance upgrades.