How NRNs and Foreigners Can Start a Company in Nepal Legally

Company registration in Nepal is no longer limited to local entrepreneurs. Today, Non-Resident Nepalis (NRNs) and foreign companies can legally start and operate businesses in Nepal through clearly defined legal frameworks. The challenge is not eligibility. The challenge is navigating the correct structure, approvals, and compliance from day one.

This guide is written specifically for foreign companies and NRNs evaluating Nepal as a destination for investment, outsourcing, market entry, or long-term expansion. It explains what is legally allowed, what is restricted, and how to register the right entity without delays or compliance risk.

If you want clarity instead of confusion, you are in the right place.

Why Nepal Is Gaining Attention From Foreign Investors

Nepal is strategically positioned between India and China. It offers competitive operating costs, a young English-speaking workforce, and increasing regulatory clarity for foreign direct investment.

Foreign companies typically enter Nepal to:

• Build delivery or shared service centers

• Establish IT, consulting, or professional services firms

• Invest through FDI-approved sectors

• Hire talent through local entities or EOR structures

For NRNs, Nepal also offers special ownership privileges not available to other foreign nationals.

Who Can Register a Company in Nepal

NRNs (Non-Resident Nepalis)

NRNs are treated differently under Nepali law. They can:

• Own 100 percent equity in certain company structures

• Invest under the Non-Resident Nepali Act, 2008

• Enjoy simplified repatriation and ownership recognition

Foreign Nationals and Foreign Companies

Foreigners can register companies in Nepal only through Foreign Direct Investment (FDI) approval, governed by:

• Foreign Investment and Technology Transfer Act, 2019

• Industrial Enterprises Act, 2020

• NRB Foreign Exchange Management Directives

There is no legal way to bypass FDI for ownership.

Legal Pathways for Company Registration in Nepal

1. Private Limited Company With FDI

This is the most common structure for foreign companies.

Key features:

• Incorporated under the Companies Act, 2006

• Requires FDI approval before registration

• Minimum capital generally NPR 20 million

• Allows profit repatriation

2. Branch Office of a Foreign Company

A branch is an extension of a foreign parent company.

Use cases include:

• Contract execution

• Project-based work

• Technical or consulting services

Branches cannot engage in unrestricted commercial trading.

3. Liaison Office

This is a non-revenue-generating presence.

Allowed activities include:

• Market research

• Coordination

• Representation

No income is allowed in Nepal under this structure.

4. NRN-Owned Private Limited Company

NRNs can incorporate companies with fewer restrictions.

They may:

• Own 100 percent shares

• Invest in sectors closed to other foreigners

• Register faster than non-NRN investors

Step-by-Step Company Registration Process in Nepal

Step 1: Sector Eligibility Check

Not all sectors are open to foreign investment.

Restricted sectors include:

• Retail trading

• Media and mass communication

• Certain local services

This step prevents automatic rejection later.

Step 2: FDI Approval

FDI approval is obtained from:

• Department of Industry (DOI), or

• Investment Board Nepal (IBN) for large investments

Documents include:

• Project report

• Shareholder details

• Source of funds declaration

Step 3: Company Incorporation

Once FDI is approved, the company is registered at:

• Office of the Company Registrar (OCR)

This creates the legal entity.

Step 4: Tax and Regulatory Registration

The company must then obtain:

• PAN and VAT registration

• Industry registration

• Local ward registration

Step 5: Bank Account and Capital Injection

Foreign capital must be:

• Remitted through an approved Nepali bank

• Reported to Nepal Rastra Bank

Timeline for Company Registration in Nepal

Total expected timeline: 4–6 weeks

Delays usually come from incomplete documentation or incorrect structuring.

Minimum Capital Requirements Explained

For foreign investors, capital requirements are regulated.

• Standard minimum FDI capital: NPR 20 million

• Technology-transfer projects may vary

• NRN-only investments may qualify for exceptions

Capital must be injected after approval, not before.

Compliance Obligations After Registration

Foreign-owned companies must comply with:

• Annual audit under Nepali accounting standards

• Monthly and annual tax filings

• Labour Act and Social Security Fund contributions

• Foreign exchange reporting to NRB

Non-compliance can restrict profit repatriation.

Common Mistakes Foreign Companies Make

1. Choosing the wrong entity structure

2. Assuming online registration equals approval

3. Underestimating compliance obligations

4. Injecting capital before FDI approval

5. Using nominee shareholders illegally

These mistakes often result in rejection or penalties.

NRNs vs Other Foreigners: Key Differences

This distinction is critical when planning entry.

Repatriation of Profit and Capital

Nepal allows repatriation of:

• Dividends

• Capital gains

• Loan repayments

• Technology fees

Repatriation is governed by Nepal Rastra Bank regulations and requires tax clearance.

Taxation Overview for Foreign-Owned Companies

Key taxes include:

• Corporate income tax: generally 25%

• Dividend tax: 5% withholding

• VAT: 13% where applicable

Double taxation avoidance treaties may apply depending on the investor’s home country.

Why Professional Guidance Matters

Company registration in Nepal looks simple online. In reality, foreign investment involves multi-agency coordination, legal vetting, and long-term compliance planning.

Incorrect setup can lock your capital or delay operations by months.

Frequently Asked Questions (People Also Ask)

Can foreigners fully own a company in Nepal

Yes, but only through FDI-approved structures and eligible sectors. Full ownership depends on the sector and approval terms.

How long does company registration in Nepal take

For foreign investors, it usually takes four to six weeks including FDI approval and incorporation.

What is the minimum investment required

The general minimum is NPR 20 million, though some projects and NRN investments may differ.

Can profits be sent back abroad

Yes. Profit and capital repatriation are legally allowed with tax clearance and NRB approval.

Is online company registration enough for foreigners

No. Online registration does not replace FDI approval, which is mandatory.

Conclusion

Company registration in Nepal for NRNs and foreign companies is entirely legal, structured, and increasingly investor-friendly. Success depends on choosing the right entry route, securing approvals in the correct order, and maintaining compliance from day one.

With the right guidance, Nepal can become a highly efficient base for regional operations, talent, and long-term growth.

Call to Action

If you are planning company registration in Nepal as an NRN or foreign investor, speak with specialists who handle FDI, compliance, and post-incorporation support end to end.

Book a consultation to assess your eligibility and structure correctly before investing.