Understanding private vs public company in Nepal is one of the first decisions foreign investors must make.
It directly affects timelines, approvals, compliance, and capital planning.
This guide explains the real registration timelines in Nepal.
It covers paperwork, government approvals, and practical delays.
You will learn which structure suits your expansion goals.
Whether you plan a small operating entity or a large capital raise, clarity here saves months.
Foreign companies often underestimate time risk.
In Nepal, timelines depend on structure, capital size, and sector.
A private company can be operational in weeks.
A public company may take several months.
Choosing the wrong structure early can stall hiring, banking, and revenue.
Company registration in Nepal is governed by well-defined legislation.
Foreign investors should be aware of these instruments:
Companies Act, 2006
Foreign Investment and Technology Transfer Act (FITTA), 2019
Industrial Enterprises Act, 2020
NRB Foreign Investment and Loan Management Directives
Office of Company Registrar (OCR) procedural guidelines
These laws define structure, ownership, disclosure, and approval timelines.
Before timelines, understand the structural difference.
A private company is the most common structure for foreign investors.
It is suitable for wholly owned subsidiaries and joint ventures.
Key characteristics:
1–101 shareholders
No public share offering
Lower disclosure obligations
Faster incorporation timeline
A public company is designed for large-scale ventures.
It is often used for infrastructure, banking, or hydropower projects.
Key characteristics:
Minimum 7 shareholders
Mandatory public disclosures
Higher paid-up capital
Longer regulatory process
The registration process follows sequential steps.
Delays usually occur when documents are incomplete or misaligned.
Name reservation with OCR
Preparation of constitutional documents
Foreign investment approval (if applicable)
Company incorporation at OCR
Tax registration and PAN/VAT
Bank account opening
Capital injection and NRB reporting
Each step carries different timelines for private vs public company in Nepal.
A private company offers speed and predictability.
Estimated timeline: 15–30 working days
Detailed stages:
Name approval: 1–2 days
MOA & AOA drafting and notarization: 3–5 days
FITTA approval (foreign investors): 7–15 days
OCR registration: 2–3 days
PAN and local registrations: 2–5 days
No public prospectus
Lower minimum capital
Simplified scrutiny
Fewer shareholder disclosures
This makes private companies ideal for market entry.
Public companies involve deeper regulatory review.
Estimated timeline: 2–4 months
Detailed stages:
Name approval: 2–3 days
Constitutional documents and capital structuring: 10–15 days
FITTA and sectoral approvals: 15–30 days
OCR registration: 5–7 days
Securities and compliance setup: 15–30 days
Mandatory capital thresholds
Public disclosure obligations
Prospectus and governance review
Multi-agency approvals
Public companies are built for scale, not speed.
| Factor | Private Company | Public Company |
|---|---|---|
| Typical registration time | 15–30 days | 60–120 days |
| Minimum shareholders | 1 | 7 |
| Capital requirement | Low | High |
| Public disclosure | Limited | Extensive |
| Best for | Subsidiaries, SMEs | Large projects |
| Regulatory scrutiny | Moderate | High |
This comparison highlights why most foreign firms start private.
Certain sectors face additional approvals.
Examples include:
Banking and financial services
Hydropower and energy
Telecommunications
Aviation and infrastructure
These sectors can add 30–90 extra days, regardless of structure.
Foreign investors often face avoidable delays.
Typical causes include:
Incomplete apostilled documents
Mismatch between shareholder and bank details
Underestimated capital thresholds
Late NRB reporting
A local compliance partner significantly reduces risk.
Want fast market entry
Plan to test the market
Need operational flexibility
Are not raising public capital
Plan large capital mobilization
Operate in regulated sectors
Require public investment
Need enhanced credibility
Most foreign companies begin private and convert later.
Registration is only the beginning.
Ongoing obligations include:
Annual filings with OCR
Tax returns and audits
Social Security Fund registration
NRB compliance for capital inflows
Private companies face lighter reporting burdens.
This article is based on:
Nepalese corporate legislation
OCR and FITTA procedural guidelines
Practical experience supporting foreign investors
Regular updates aligned with regulatory changes
Accuracy and compliance are critical in Nepal.
A private company typically takes 15–30 working days.
Foreign investment approvals may extend this slightly.
Yes.
Most sectors allow up to 100% foreign ownership, subject to FITTA approval.
Public companies require higher capital, disclosures, and multi-agency approvals.
This increases scrutiny and timelines.
Yes.
Private companies can convert to public companies after meeting legal criteria.
Most foreign investors choose private companies for speed, control, and flexibility.
Choosing between private vs public company in Nepal is a strategic decision.
Timelines, compliance, and growth plans must align.
For most foreign companies, private registration offers speed and certainty.
Public companies suit large, capital-intensive projects.
The right choice saves months and reduces regulatory risk.