Essential Documents to Launch Your Business Legally in Nepal

Understanding the documents required for company registration Nepal is the first and most critical step for any foreign company planning to enter the Nepali market. Nepal welcomes foreign investment, but it operates under a structured legal framework. Proper documentation determines whether your application is approved smoothly or delayed for months.

This guide is written specifically for foreign companies, investors, and promoters. It explains every document required, why it matters, and how to prepare it correctly. The aim is simple: help you launch your business legally in Nepal with confidence and speed.

Why Nepal Requires Strict Documentation for Company Registration

Nepal’s company registration system is designed to ensure transparency, investor protection, and regulatory compliance. Foreign-owned entities must satisfy additional scrutiny compared to local businesses.

The documentation requirements are enforced by the Office of Company Registrar, under the Companies Act, 2006.

Key reasons documentation matters:

• Verification of foreign ownership and capital sources

• Compliance with foreign investment laws

• Prevention of shell or non-operational entities

• Alignment with tax, labor, and banking regulations

Legal Framework Governing Company Registration in Nepal

Before diving into the checklist, it is important to understand the governing laws.

The primary legislation includes:

• Companies Act, 2006

• Foreign Investment and Technology Transfer Act (FITTA), 2019

• Industrial Enterprises Act, 2020

• Income Tax Act, 2002

Foreign investors must also engage with the Department of Industry for FDI approval before registration.

Documents Required for Company Registration Nepal (Foreign Companies)

This section directly addresses the primary keyword and provides the authoritative checklist.

Core Categories of Required Documents

Foreign company registration documents fall into five categories:

1. Promoter and shareholder documents

2. Company constitutional documents

3. Foreign investment approval documents

4. Address and office-related documents

5. Post-registration statutory documents

Each category is explained below.

1. Promoter and Shareholder Documents

Foreign promoters must submit personal and corporate identification documents.

Required Personal Documents

• Passport copy (notarized)

• Passport-size photographs

• Residential address proof

• Contact details

Required Corporate Documents (if shareholder is a company)

• Certificate of incorporation

• Memorandum and Articles of Association

• Board resolution approving Nepal investment

• Shareholding structure

Tip: All foreign documents must be notarized and apostilled or consularized.

2. Memorandum of Association (MOA)

The Memorandum of Association defines the company’s identity and scope.

It must include:

• Company name

• Registered office address in Nepal

• Objectives and business activities

• Authorized capital

• Shareholding structure

MOA errors are the number one reason for registration rejection.

3. Articles of Association (AOA)

The Articles of Association govern internal management.

Key clauses include:

• Director appointment and removal

• Share transfer rules

• Voting rights

• Dividend distribution

• Board meeting procedures

For foreign companies, the AOA must align with FITTA and Nepalese corporate law.

4. Foreign Investment Approval Documents

Foreign investors cannot directly register a company without approval.

Mandatory FDI Documents

• Project proposal or business plan

• Investment amount declaration

• Technology transfer details (if applicable)

• Joint venture agreement (if partnering with a Nepali entity)

Approval is granted by the Department of Industry.

5. Board Resolution from Foreign Parent Company

A board resolution must explicitly state:

• Approval to invest in Nepal

• Authorized representative

• Amount of investment

• Type of entity being incorporated

This resolution must be notarized and legalized.

6. Registered Office Address Documents

Every company must declare a legal address in Nepal.

Required documents:

• Lease agreement or ownership certificate

• Landlord consent letter

• Utility bill (in some cases)

Virtual offices are generally not accepted for registration.

7. Power of Attorney (POA)

Foreign promoters often appoint a local representative.

The POA authorizes:

• Document submission

• Liaison with authorities

• Opening bank accounts

This document must be notarized and legalized abroad.

8. Application Forms from OCR

The Office of Company Registrar requires prescribed forms, including:

• Online incorporation application

• Director consent forms

• Shareholder declarations

These must match the MOA and AOA exactly.

Comparison Table: Foreign vs Local Company Documentation

This comparison highlights why foreign companies need additional preparation.

Common Documentation Mistakes Foreign Companies Make

Avoid these frequent errors:

• Mismatch between MOA and business plan

• Missing apostille on foreign documents

• Incorrect shareholding percentages

• Using restricted business activities

• Incomplete board resolutions

A single error can restart the approval timeline.

Timeline for Preparing Company Registration Documents

A realistic timeline helps planning.

1. Document collection abroad: 7–14 days

2. Notarization and legalization: 5–10 days

3. FDI approval: 10–20 days

4. OCR registration: 5–7 days

Total expected timeline: 25–45 days

Industry-Specific Documentation Requirements

Some sectors require extra approvals.

Examples

• IT and software: Technology description

• Manufacturing: Environmental clearance

• Education: Ministry approval

• Financial services: Regulatory licenses

Sector-specific compliance should be assessed early.

Post-Registration Statutory Documents

After registration, companies must obtain:

• PAN/VAT registration

• Bank account opening documents

• Capital infusion proof

• Share certificates

Failure to complete post-registration steps can invalidate operations.

Why Professional Assistance Matters

Foreign companies often underestimate Nepal’s regulatory depth.

Professional advisors help:

• Draft compliant MOA and AOA

• Coordinate FDI approvals

• Prevent rejection and rework

• Ensure tax and labor compliance

This reduces both risk and time-to-market.

Conclusion: Documents Required for Company Registration Nepal

The documents required for company registration Nepal form the legal foundation of your business entry. For foreign companies, accuracy, legalization, and sequencing matter more than speed. With the right documentation strategy, Nepal offers a stable and cost-effective destination for expansion.

Call to Action

Planning to register a company in Nepal?
Speak with our Nepal incorporation specialists for a document checklist, timeline, and compliance roadmap tailored to foreign investors.

FAQ: Documents Required for Company Registration Nepal

1. What are the main documents required for company registration Nepal?

Foreign companies need passports, MOA, AOA, board resolutions, FDI approval, office address proof, and notarized foreign documents.

2. Is FDI approval mandatory before company registration in Nepal?

Yes. Foreign investors must obtain approval from the Department of Industry before OCR registration.

3. Do documents need notarization and apostille?

Yes. All foreign-origin documents must be notarized and apostilled or consularized.

4. How long does company registration take in Nepal for foreigners?

Typically 25 to 45 days, depending on document readiness and approval timelines.

5. Can a foreigner register a company in Nepal remotely?

Partially. A local representative with a Power of Attorney is required for on-ground processes.