If you’re a foreign company planning to enter Nepal, one of your first strategic decisions will be private vs public company structure. It may look like a legal checkbox. In reality, it shapes your capital requirements, FDI approval process, reporting obligations, and long-term growth flexibility.
I’ve worked with Australian, Indian, and Chinese investors entering Nepal. The biggest delays rarely come from paperwork. They come from choosing the wrong structure at the start.
This guide is built specifically for foreign companies. In this post, we’ll explain what “private vs public company” means in Nepal, why it matters for foreign investors, and walk you through the exact steps to register your company. You’ll also get practical compliance insights to help you avoid costly mistakes.
Before registering your company, you must choose a structure under Nepal’s Companies Act, 2063 (2006).
A private company:
This is the most common structure for foreign investors entering Nepal through FDI.
A public company:
This structure suits larger capital-intensive projects or companies planning public listings.
Choosing between private vs public company affects:
For most foreign companies entering Nepal for the first time, a private limited company is the practical choice. But if you are entering infrastructure, hydropower, banking, or large-scale manufacturing, a public structure may be strategic.
Below is a practical, step-by-step breakdown designed specifically for foreign investors.
This is the foundation.
Ask yourself:
Example:
An Australian tech company setting up a back-office support unit in Kathmandu typically chooses a private company.
A large hydropower consortium may opt for a public company structure.
If foreign ownership is involved, you must obtain FDI approval under Nepal’s Foreign Investment framework.
Approval authorities include:
Key documents required:
FDI approval must be secured before company registration is finalized.
You must reserve your company name through Nepal’s Office of Company Registrar (OCR).
Tips:
Approval usually takes a few working days.
This step defines:
Foreign investors often underestimate this stage. Your objectives clause must align with your FDI approval. Any mismatch can cause compliance issues later.
Submit:
Once approved, you receive:
This legally establishes your company in Nepal.
After incorporation:
Corporate income tax in Nepal is generally 25%, though sector-specific rates may apply.
Foreign capital must be injected through official banking channels and reported to Nepal Rastra Bank (NRB).
Improper remittance structuring is one of the most common mistakes foreign investors make.
After registration, you must:
Compliance discipline is critical. Nepal’s regulatory framework is improving and becoming stricter.
Avoid these and your setup becomes significantly smoother.
For most foreign investors, a private company is more practical. It has fewer compliance burdens and is easier to manage. Public companies are suitable for large-scale projects or public capital raising.
Yes. If there is foreign ownership, FDI approval must be obtained before completing company registration. This is a critical compliance step.
There is no universal minimum capital for most private companies. However, sector-specific regulations may apply. Public companies often require higher capital thresholds.
With proper documentation, the process can take 3–6 weeks. FDI approval timelines vary depending on project complexity.
Yes, in most sectors, 100% foreign ownership is allowed unless the sector is restricted under Nepal’s negative list.
Understanding private vs public company structure is the foundation of successful company registration in Nepal. It impacts your FDI approval, governance model, compliance obligations, and long-term growth flexibility.
Nepal offers strong opportunities in technology, manufacturing, hydropower, outsourcing, and services. But structure and compliance discipline determine whether your entry is smooth or stressful.
Choosing wisely at the beginning saves years of regulatory friction.