If you’re a foreign founder or CFO exploring private limited company registration in Nepal, chances are you’ve already faced the same three frustrations:
1️⃣ Endless back-and-forth between government offices.
2️⃣ Confusion around foreign investment thresholds and NRB approvals.
3️⃣ Uncertainty about how to actually operate compliantly once registered.
You’re not alone. We hear this every week from Australian mortgage firms, European outsourcing companies, and Singapore-based founders expanding into South Asia. They all want a compliant, controllable local entity, without drowning in red tape.
And here’s the good news: Nepal’s business environment has changed dramatically. With digital registration portals, streamlined FDI rules, and faster NRB clearance, you can now establish a private limited company in a few weeks, not months.
Let’s break down how it works, step by step, with practical insights no one tells you before you start.
Nepal offers one of the best cost-to-skill ratios in South Asia. English-speaking professionals, from accountants and credit analysts to software engineers and customer service staff, are readily available at 60–70% lower cost than in Australia or Singapore.
In 2025, both the Office of the Company Registrar (OCR) and the Department of Industry (DOI) will have gone fully online. From name reservation to FDI approval, most filings can now be submitted digitally, with e-verification and scanned documents accepted.
The government has introduced Investment Protection Guarantees, allowing foreign investors to repatriate profits and exit freely. Under the Industrial Enterprise Act 2020, IT, BPO, renewable energy, and export-based industries also enjoy tax holidays up to 10 years.
Nepal’s national focus on green energy, hydropower, and digital upskilling makes it attractive for ESG-driven investors and climate-conscious brands seeking credible social impact in Asia.
A Private Limited Company (Pvt. Ltd.) is the most flexible and preferred entity type for foreign businesses. It provides:
Limited liability — your personal assets are protected.
Separate legal identity — the company can own assets, hire staff, and sign contracts independently.
Foreign ownership — up to 100% foreign shareholding in most sectors.
Tax efficiency — clear corporate structure and repatriation rights.
It’s ideal for:
IT and outsourcing firms.
Trading and consulting companies.
BPO, manufacturing, and service delivery centers.
| Law / Regulation | Authority | Relevance |
|---|---|---|
| Companies Act 2006 | Office of the Company Registrar (OCR) | Governs registration, shareholding, and corporate governance. |
| FITTA 2019 | Department of Industry (DOI) / Investment Board Nepal (IBN) | Regulates foreign ownership, capital investment, and technology transfer. |
| Industrial Enterprise Act 2020 | Ministry of Industry | Defines incentives and industry classifications. |
| Income Tax Act 2002 | Inland Revenue Department (IRD) | Corporate and VAT taxation framework. |
| Labor Act 2017 & SSF Act 2018 | Ministry of Labor | Employee compliance and benefit rules. |
Use the OCR’s digital portal to reserve your company name.
✅ Must end with “Private Limited” or “Pvt. Ltd.”
✅ Valid for 35 days after approval.
These define your company’s objectives, authorized capital, and internal management structure.
Submit a proposal to the DOI or IBN with:
Investor profile and ownership breakdown.
Parent company board resolution.
Feasibility or business plan.
Investment structure and remittance plan.
Once approved, you’ll receive a Letter of Approval (LOA).
Open a foreign currency account in an NRB-approved commercial bank. Transfer your investment from your home country, which verifies your FDI.
Submit notarized MOA, AOA, approval letter, lease agreement, director IDs, and payment receipts.
You’ll receive a Certificate of Incorporation and company number.
Register with the Inland Revenue Department (IRD) for:
PAN (Permanent Account Number) – mandatory for all companies.
VAT – required if your turnover exceeds NPR 5 million or if you import/export services.
Enroll employees in the Social Security Fund (SSF). Maintain HR records, contracts, and salary compliance under the Labor Act 2017.
Citizenship certificate.
MOA & AOA signed copies.
Passport-sized photographs.
Lease agreement of business premises.
Parent company’s Certificate of Incorporation.
Board resolution for investment.
Power of Attorney to the local representative.
Passports of directors/shareholders.
SWIFT copy of investment remittance.
💡 All foreign documents must be notarized and legalized via the concerned embassy or Ministry of Foreign Affairs.
| Type | Minimum Paid-Up Capital | Remarks |
|---|---|---|
| Local Investor | NPR 100,000 | Basic OCR requirement. |
| Foreign Investor | NPR 20 million | As per FITTA 2019. |
| Joint Venture | NPR 10 million+ | Subject to DOI approval. |
🧠 Tip: Set your authorized capital higher than initial paid-up capital for scalability.
Once incorporated, compliance is ongoing:
Conduct annual general meetings (AGM).
Maintain share registers and board minutes.
File annual audited reports to OCR.
File monthly VAT and annual tax returns.
Deduct TDS from salaries and vendor payments.
Renew tax clearance annually.
Register all staff under SSF.
Contribute 31% to SSF (20% employer, 11% employee).
Maintain festival bonus, leave, and attendance records.
Nepal’s digital transition has changed how compliance is managed.
OCR e-filing system now allows digital signature submissions.
DOI FDI dashboard tracks application progress in real time.
IRD tax filing can be done fully online using verified e-portals.
SSF system enables monthly online contribution reporting.
This means no physical queueing, no embassy-level document resubmission, and significantly reduced turnaround times.
| Tax Type | Rate | Description |
|---|---|---|
| Corporate Income Tax | 25% | Standard rate for most industries. |
| VAT | 13% | Applicable to goods/services. |
| Dividend Repatriation | 5% | On dividends to foreign shareholders. |
| TDS | 5–15% | Based on the service nature. |
| Export Incentive | 50% rebate | For IT or export-oriented firms. |
Tax Holiday Examples (Industrial Enterprise Act 2020):
IT/BPO Companies: Up to 7 years’ exemption.
Hydropower Projects: 10 years full + 5 years partial.
Tourism & Green Energy Ventures: Reduced VAT and customs duty.
Submitting an unsigned or inconsistent MOA/AOA.
Forgetting to notarize foreign documents.
Ignoring NRB inward remittance validation.
Using temporary office addresses.
Missing tax or SSF filing deadlines.
✅ Pro Tip: Assign a compliance partner to manage OCR, DOI, IRD, and NRB communication, especially during the first fiscal year.
| Criteria | Local Company | Foreign-Invested Company |
|---|---|---|
| Ownership | 100% Nepali | Up to 100% foreign |
| Minimum Capital | NPR 100,000 | NPR 20 million |
| Approval Required | OCR only | OCR + DOI/IBN + NRB |
| Processing Time | 7–10 days | 15–25 days |
| Profit Repatriation | N/A | Allowed via NRB |
Cross-border payment integration: NRB is rolling out simplified foreign remittance monitoring systems.
Special Economic Zones (SEZs): Foreign firms get tax breaks and simplified labor rules.
Digital FDI window: Expected to reduce approval time to under 10 days.
Talent localization programs: Allow foreign companies to hire and train local professionals faster with government incentives.
In short, Nepal isn’t just “open” for investment anymore. It’s becoming strategically optimized for foreign expansion.
Yes. Foreigners can register and fully own a private limited company in Nepal under the Companies Act 2006 and FITTA 2019, except in a few restricted sectors like retail trading or personal services. Foreign ownership up to 100% is permitted for approved industries.
Under FITTA 2019 and NRB Directive 2021, the minimum investment required for foreign investors is NPR 20 million (approximately USD 150,000). This capital must be remitted through an NRB-approved commercial bank before company registration.
For foreign investors, the process usually takes 15–25 working days, depending on the speed of FDI approval, NRB remittance verification, and document authentication. For local investors, it can be completed within 7–10 business days.
You’ll need your parent company’s Certificate of Incorporation, Board Resolution, Power of Attorney, directors’ passport copies, SWIFT proof of investment, and office lease agreement. All foreign documents must be notarized and legalized by the concerned embassy or the Ministry of Foreign Affairs.
Yes. Profits, dividends, and salaries can be repatriated abroad once tax clearance is obtained and NRB approval is granted. The repatriation tax is 5% of distributed dividends for foreign shareholders.
Expanding into Nepal isn’t about chasing low costs, it’s about building long-term capability.
Whether you’re an Australian mortgage firm setting up a support center or a Singaporean fintech building a compliance hub, registering a private limited company in Nepal is your key to sustainable growth.
At Digital Consulting Ventures (DCV), we make the process effortless:
FDI approvals handled end-to-end.
Legal, HR, and payroll setup aligned with local law.
Compliance automation using our proprietary tracking system.
Talent solutions that connect you with trained financial and tech professionals.
🌏 Ready to expand?
Let’s turn your global ambition into a Nepal-registered success story.
📞 Talk to our company registration experts today and get a custom FDI roadmap for your business.