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.
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:
A public company is usually relevant only when raising capital from the public or planning a Nepal stock exchange listing.
Company registration and governance in Nepal is governed by the Companies Act 2006, supported by foreign investment laws and sector-specific regulations.
For most foreign investors, the private company structure aligns better with operational reality.
This is why over 90 percent of foreign-owned companies in Nepal register as private companies rather than public ones.
This is the core checklist foreign companies must prepare. All documents must be accurate, consistent, and often notarized or apostilled.
Name approval is obtained from the Office of Company Registrar.
The MOA defines:
Foreign investors should align the MOA with approved foreign investment activities.
The AOA governs:
Well-drafted AOAs reduce shareholder disputes later.
For individual shareholders:
For corporate shareholders:
At least one director must be appointed at incorporation.
Foreign companies must comply with Foreign Investment and Technology Transfer Act 2019.
Required documents include:
| Aspect | Private Company | Public Company |
|---|---|---|
| Minimum shareholders | 1 | 7 |
| Public prospectus | Not required | Mandatory |
| Capital disclosure | Limited | Extensive |
| Regulatory scrutiny | Moderate | High |
| Time to incorporate | Faster | Slower |
| Ideal for foreign investors | Yes | Rarely |
Insight:
Foreign companies typically choose private companies because public company documentation increases both cost and regulatory exposure without operational benefit.
Here is how the documentation flows in practice.
Each step depends on document accuracy. Errors compound delays.
Avoid these frequent issues:
These mistakes can delay incorporation by weeks.
Registration is not the end.
Foreign companies must maintain:
Planning documentation early prevents future compliance risk.
This article is based on:
These are the primary sources regulators rely on.
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.
Yes. For most foreign companies, private companies offer lower compliance, faster registration, and full control without public disclosure requirements.
If documents are ready, registration typically takes 2 to 4 weeks, excluding foreign investment approval timelines.
Yes, subject to sector approval under foreign investment laws.
There is no fixed minimum, but foreign investment thresholds apply depending on sector.
Yes. Conversion is allowed but requires additional approvals and compliance upgrades.