Foreign company registration in Nepal is not handled by a single authority. Instead, it is a coordinated process led by two core institutions: the Investment Board Nepal (IBN) and the Office of Company Registrar (OCR).
Understanding who does what is essential for foreign investors. Many delays and rejections occur simply because applications are submitted to the wrong authority or in the wrong sequence.
This guide explains, in plain language, how IBN and OCR interact, when each body is involved, and how foreign companies can register efficiently while staying fully compliant.
Nepal separates investment approval from company incorporation.
This distinction protects national interest while ensuring corporate governance standards are met.
IBN evaluates whether foreign investment is allowed and on what terms.
OCR formalizes how the business legally exists in Nepal.
Both approvals are mandatory for most foreign companies.
The Investment Board Nepal is the apex government body responsible for facilitating and approving foreign direct investment (FDI), particularly for:
Large-scale investments
Strategic sectors
Priority industries defined by law
IBN operates under Nepal’s foreign investment framework and acts as a single-window facilitator for qualifying projects.
IBN approval is required when:
Foreign investment exceeds the prescribed capital threshold
The sector is classified as sensitive or strategic
The investment involves infrastructure, energy, or public-private partnerships
The project seeks investment incentives or special approvals
Smaller investments may be approved by the Department of Industry instead, but the legal logic remains the same.
IBN does not register companies. It evaluates the investment proposal itself.
IBN typically reviews:
Sector eligibility under foreign investment laws
Capital structure and funding sources
Shareholding and control rights
Technology transfer or knowledge inflow
Employment and economic contribution
Repatriation and exit mechanisms
This ensures Nepal receives sustainable, compliant foreign investment.
Once approved, IBN issues:
FDI Approval Letter
Approved investment structure
Capital commitment confirmation
These documents are legally required before OCR incorporation can proceed.
The Office of Company Registrar is Nepal’s official corporate registry.
OCR is responsible for:
Incorporating companies
Registering branches and liaison offices
Maintaining statutory company records
Without OCR registration, a foreign entity has no legal existence in Nepal.
OCR handles the legal formation, not the investment approval.
OCR’s responsibilities include:
Reviewing constitutional documents
Verifying ownership and governance structure
Issuing the Company Registration Certificate
Maintaining compliance records
OCR ensures the company meets the Companies Act requirements.
Once IBN approval is secured, OCR requires:
IBN approval letter
Memorandum of Association (MOA)
Articles of Association (AOA)
Board resolutions of the foreign parent
Passport and corporate documents of shareholders
Registered office address in Nepal
OCR will not proceed without valid IBN approval where required.
Investment structuring and eligibility assessment
FDI approval application to IBN
Receipt of IBN approval letter
Company incorporation filing at OCR
Issuance of Company Registration Certificate
Post-registration tax, bank, and compliance activation
This sequence is legally mandatory.
A frequent error is attempting OCR registration before securing IBN approval.
This results in:
Application rejection
Loss of government fees
Delays of several months
Correct sequencing saves time and cost.
| Aspect | Investment Board Nepal (IBN) | Office of Company Registrar (OCR) |
|---|---|---|
| Core role | Foreign investment approval | Legal company incorporation |
| Governing law | FITTA and investment regulations | Companies Act |
| Focus | Capital, sector, and economic impact | Governance and legal structure |
| Issues approval letters | Yes | No |
| Issues registration certificate | No | Yes |
| Mandatory for foreign investors | Yes, if thresholds apply | Always |
This division of authority is deliberate and legally enforced.
After IBN approval, OCR registers:
Foreign-owned private limited companies
Branch offices
Liaison offices
Joint venture companies
Each structure has different compliance and operational rights.
Foreign company registration in Nepal does not end at OCR.
After incorporation, companies must complete:
Tax registration with the Inland Revenue Department
Bank account opening and capital injection
Industry registration where applicable
Social Security Fund enrollment
Annual filings and audits
Failure here can invalidate investment approvals.
Foreign company registration in Nepal is primarily governed by:
Foreign Investment and Technology Transfer Act (FITTA)
Companies Act
Industrial Enterprises Act
Nepal Rastra Bank foreign exchange directives
These laws define the powers of IBN and OCR.
IBN and OCR processes are interlinked but handled by different ministries.
Professional advisors help:
Determine the correct approving authority
Prepare compliant investment structures
Coordinate approvals efficiently
Avoid costly restructuring later
This is especially important for regulated sectors.
No. IBN approval depends on investment size and sector. Smaller investments may be approved by other authorities, but OCR registration is always required.
Only if the investment does not require IBN approval. If IBN approval is mandatory, OCR will reject the application without it.
No. IBN issues investment approval. The company registration certificate is issued only by the OCR.
With proper documentation, IBN approval can take several weeks. OCR incorporation typically takes 7–15 working days after approval.
Not fully. Tax registration, bank capitalization, and statutory registrations must be completed before operations begin.
Foreign company registration in Nepal is a two-stage process by design.
The Investment Board Nepal decides whether and how foreign investment is permitted. The Office of Company Registrar then gives that investment a legal corporate identity.
Understanding their distinct but connected roles is the key to faster approvals, lower risk, and long-term compliance.
If you are planning foreign company registration in Nepal, speak with a specialist before filing.
Book a consultation to structure your investment correctly, coordinate IBN and OCR approvals, and enter Nepal with confidence.