The company registration process in Nepal looks straightforward on paper. But for Non-Resident Nepalis (NRNs), it operates under a distinct legal and regulatory lens. NRNs sit between domestic investors and foreign investors, enjoying preferential treatment while still facing specific compliance obligations.
If you are an NRN planning to invest, incorporate, or expand a business in Nepal, understanding these differences early can save months of delays and costly restructuring. This guide explains how the company registration process in Nepal differs for NRNs, step by step, with legal references, compliance insights, and practical examples.
Before registration begins, investor classification matters.
Under Nepalese law, an NRN generally includes:
A Nepali citizen residing outside Nepal.
A person of Nepali origin holding foreign citizenship.
NRN card holders issued by the Non-Resident Nepali Association (NRNA).
This classification directly affects capital thresholds, approval routes, and post-registration obligations.
At a high level, the company registration process in Nepal involves:
Name reservation at the Office of the Company Registrar (OCR).
Incorporation under the Companies Act, 2006.
PAN and VAT registration with the Inland Revenue Department (IRD).
Sectoral licenses where applicable.
Banking and capital compliance.
For NRNs, these steps remain familiar, but the regulatory pathway differs materially.
NRNs are not treated as ordinary local investors, but they are also not fully treated as foreign investors under FITTA 2019.
This hybrid status creates advantages and obligations.
| Criteria | Local Nepali | NRN | Foreign Investor |
|---|---|---|---|
| Governing law | Companies Act 2006 | Companies Act + NRN rules | FITTA 2019 |
| Minimum capital | NPR 100,000 | NPR 2,000,000 | NPR 20,000,000 |
| FITTA approval | Not required | Not required | Mandatory |
| Profit repatriation | Not applicable | Allowed | Allowed |
| Foreign currency inflow | No | Yes | Yes |
| NRB compliance | Limited | Moderate | High |
This table highlights why NRNs enjoy a strategic middle ground in the company registration process in Nepal.
NRN-invested companies must meet:
Minimum paid-up capital of NPR 2 million.
This requirement is higher than local companies but significantly lower than foreign direct investment thresholds.
Capital must be remitted through formal banking channels.
Proof of source of funds is mandatory.
Nepal Rastra Bank reporting applies.
One of the biggest advantages for NRNs is the exemption from FITTA approval.
No Department of Industry (DOI) approval.
No Investment Board Nepal clearance.
No FITTA investment agreement.
Bank-level foreign currency approval.
NRB reporting compliance.
Sectoral clearance if operating in regulated industries.
This simplifies the company registration process in Nepal for NRNs significantly.
NRNs can register:
Private Limited Company.
Public Limited Company.
Single-shareholder company (subject to structure).
Most NRNs choose a Private Limited Company due to operational flexibility.
NRNs enjoy broader access than foreign investors.
IT and software services.
Consulting and outsourcing.
Manufacturing.
Tourism and hospitality.
Education and training.
Media and mass communication.
Security-related services.
Certain agricultural activities.
Sector restrictions are governed by the Negative List under FITTA 2019, which NRNs are partially exempt from.
Online application.
Three name options recommended.
Approval usually within two to three working days.
Key documents include:
Memorandum of Association.
Articles of Association.
NRN card or foreign passport.
Proof of address abroad.
Board resolutions.
Filing at the Office of the Company Registrar.
Issuance of Certificate of Incorporation.
Mandatory PAN registration.
VAT registration required if turnover thresholds are met.
Opening of a foreign currency account.
Remittance of paid-up capital.
Conversion to NPR as per NRB rules.
Local municipality registration.
Labor and SSF registration.
Industry-specific licenses.
This structured pathway keeps the company registration process in Nepal efficient for NRNs.
Corporate income tax generally at 25 percent.
Sector-based incentives may apply.
Dividends subject to final withholding tax.
Cross-border service payments require compliance.
VAT applies once thresholds are crossed.
Import and export activities require customs compliance.
Tax treatment aligns closely with local companies, offering predictability.
NRNs can legally repatriate:
Dividends.
Capital gains.
Sale proceeds.
Audited financial statements.
Tax clearance certificate.
NRB approval via commercial banks.
This is a critical differentiator in the company registration process in Nepal.
Avoid these pitfalls:
Registering under the wrong investor category.
Underestimating capital compliance timelines.
Ignoring sector-specific approvals.
Mixing personal and company remittances.
Delaying tax registration.
Professional guidance reduces these risks significantly.
Key drivers include:
Improved digital registration systems.
Stable FDI and NRN policy framework.
Competitive labor costs.
Growing IT and outsourcing ecosystem.
Strategic access to South Asia.
The company registration process in Nepal has become more predictable and investor-friendly.
Sometimes, direct incorporation is not ideal.
Employer of Record (EOR).
Liaison Office.
Branch Office for foreign companies.
These structures suit market testing and short-term entry.
Paid-up capital verified.
NRN status documented.
Bank remittance completed.
PAN registered.
Local licenses secured.
Annual filings scheduled.
Compliance discipline protects long-term operations.
Yes. NRNs are exempt from FITTA approval and face lower capital requirements, making registration faster and simpler.
NRNs must invest at least NPR 2 million as paid-up capital through formal banking channels.
Yes. Dividends, capital gains, and sale proceeds are legally repatriable with tax and NRB compliance.
No. NRNs can own 100 percent of a private limited company in permitted sectors.
Typically two to four weeks, depending on sector approvals and banking timelines.
The company registration process in Nepal offers NRNs a uniquely advantageous position. You gain access to Nepal’s growing economy without the heavy regulatory burden placed on foreign investors. With proper structuring, compliant capital planning, and professional support, NRNs can establish scalable and repatriable businesses in Nepal with confidence.
Planning to register a company in Nepal as an NRN?
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