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.
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.
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
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.
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
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.
This is a non-revenue-generating presence.
Allowed activities include:
Market research
Coordination
Representation
No income is allowed in Nepal under this structure.
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
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.
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
Once FDI is approved, the company is registered at:
Office of the Company Registrar (OCR)
This creates the legal entity.
The company must then obtain:
PAN and VAT registration
Industry registration
Local ward registration
Foreign capital must be:
Remitted through an approved Nepali bank
Reported to Nepal Rastra Bank
| Stage | Typical Duration |
|---|---|
| Sector review | 2–3 days |
| FDI approval | 15–30 working days |
| Company registration | 3–5 days |
| Tax and compliance setup | 5–7 days |
Total expected timeline: 4–6 weeks
Delays usually come from incomplete documentation or incorrect structuring.
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.
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.
Choosing the wrong entity structure
Assuming online registration equals approval
Underestimating compliance obligations
Injecting capital before FDI approval
Using nominee shareholders illegally
These mistakes often result in rejection or penalties.
| Area | NRN | Non-NRN Foreigner |
|---|---|---|
| Ownership | Up to 100% | FDI-restricted |
| Approval process | Simplified | Full FDI review |
| Sector access | Broader | Limited |
| Repatriation | Easier | Regulated |
This distinction is critical when planning entry.
Nepal allows repatriation of:
Dividends
Capital gains
Loan repayments
Technology fees
Repatriation is governed by Nepal Rastra Bank regulations and requires tax clearance.
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.
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.
Yes, but only through FDI-approved structures and eligible sectors. Full ownership depends on the sector and approval terms.
For foreign investors, it usually takes four to six weeks including FDI approval and incorporation.
The general minimum is NPR 20 million, though some projects and NRN investments may differ.
Yes. Profit and capital repatriation are legally allowed with tax clearance and NRB approval.
No. Online registration does not replace FDI approval, which is mandatory.
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.
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.