How to Open a Liaison or Branch Office in Nepal

Foreign company registration in Nepal can be accomplished by establishing either a liaison office or a branch office. For international investors eyeing Nepal’s emerging market, understanding these two options is crucial. Each structure offers a different scope of operations, legal implications, and regulatory requirements. This comprehensive guide – written in an advisory tone for foreign investors – compares liaison and branch offices in Nepal, covering their legal status, permissible activities, taxation, and reporting obligations. It also outlines detailed registration processes, real-world examples of foreign companies operating in Nepal, capital requirements, timelines, and annual compliance needs. If you’re considering doing business in Nepal, read on to learn which setup fits your goals, how to navigate approvals from authorities like Nepal Rastra Bank and the Department of Industry, and how Digital Consulting Ventures can support your expansion with end-to-end services.

Understanding Liaison and Branch Offices in Nepal

Before diving into procedures, it’s important to grasp what liaison and branch offices are, and why a foreign company might choose one over the other:

• Liaison Office (Representative Office): A liaison office is essentially an outpost of a foreign company in Nepal that cannot engage in commercial, profit-generating activities. Its role is limited to facilitating non-commercial operations – acting as a communication channel, market research unit, or networking office for the parent company. Liaison offices are ideal for foreign companies that want a foothold in Nepal to study the market or coordinate with local stakeholders without actively doing business. For example, a European manufacturing firm might open a liaison office in Kathmandu to gather market intelligence and build relationships before committing to full-scale operations. Important: A liaison office must not earn revenue within Nepal; all expenses are funded by the parent company from abroad.

• Branch Office: A branch office is an extension of the foreign company that is legally allowed to conduct business activities in Nepal. Unlike a liaison office, a branch can enter into contracts, execute projects, invoice clients, and generate income locally (subject to Nepal’s laws and regulations). The branch office remains part of the foreign legal entity (not a separate Nepali company), but it operates on the ground in Nepal. Branch offices are suitable when a foreign company needs to fulfill a specific project or provide services in Nepal directly. For instance, if an international construction company secures a contract to build infrastructure in Nepal, it might register a branch office to carry out the project and manage revenues on-site. Branch offices enable direct commercial engagement but come with greater regulatory and compliance responsibilities in Nepal.

In summary, the choice boils down to the foreign investor’s objectives: If you wish only to explore opportunities or liaise with Nepali contacts (without doing actual business), a liaison office offers a simple, low-commitment presence. If you plan to actively trade, execute projects, or earn profits in Nepal, a branch office is the appropriate structure. Next, we compare these two options in detail across legal status, activities, taxes, and compliance.

Key Differences Between Liaison and Branch Offices

Foreign investors should clearly understand how liaison and branch offices differ in Nepal. Below is a breakdown of their key differences in terms of legal status, permissible activities, taxation, and reporting obligations:

Legal Status and Liability

• Liaison Office: A liaison office is not a separate legal entity in Nepal. It is considered an extension of the foreign parent company and cannot independently enter into business contracts. Any liabilities incurred by the liaison office (e.g. office rent, employee salaries) are ultimately liabilities of the parent company. In essence, the parent company is fully responsible for the liaison’s operations. The liaison office must be registered with Nepali authorities but it does not create a new company in Nepal – it operates under the parent company’s name. Because it has no separate legal personality, a liaison office cannot be sued or sue in its own name; any legal proceedings relate back to the foreign company. This structure suits low-risk activities since the foreign company carries full liability.

• Branch Office: A branch office is also not a separate incorporated entity in Nepal – it remains part of the foreign company. However, it is legally recognized to conduct business in Nepal as a foreign company’s branch. The branch must register with the Office of the Company Registrar (OCR) as a “foreign company” operating in Nepal. While it isn’t a distinct company (meaning the foreign parent is directly liable for the branch’s actions and debts), the branch office can appear in legal transactions in Nepal (e.g. it can sign contracts, open a bank account, and sue or be sued under its registered branch name). In summary, neither a branch nor liaison is a separate Nepali corporation – both are extensions of the foreign legal entity. But a branch has the authority to engage in business transactions, whereas a liaison does not. For risk perspective, the foreign company bears liabilities in both cases, but the branch’s commercial operations could expose the parent to greater liability (for example, product liability or contract disputes arising from branch activities).

Permissible Activities

• Liaison Office: By definition, a liaison (representative) office is strictly limited to non-income-generating activities. Nepali law explicitly forbids liaison offices from engaging in any profit-making or commercial endeavors. Permissible activities for a liaison office typically include: market research, gathering economic or technical information, promotional activities that do not involve direct sales, networking and relationship-building, and acting as a communication conduit between the foreign headquarters and Nepali contacts or subsidiaries. A liaison office may coordinate on behalf of the parent company and provide information, but it cannot enter into contracts to provide services or sell products in Nepal. It also should not engage in marketing or advertising products in a way that solicits business, as even marketing can be viewed as part of commercial operations (and indeed, in practice Nepal restricts liaison offices from marketing or advertising the parent’s products). In essence, the liaison office serves as a local representative office for visibility and communication, not for commerce. For example, many foreign multinational companies use liaison offices to oversee local distributors or to liaise with government agencies. An actual case: an international airline might maintain a liaison office just to handle public relations and coordination with Nepali travel agents, while all ticket sales are handled by agents (since the liaison itself cannot earn revenue).

• Branch Office: A branch office is allowed to conduct the same type of business activities as the parent company, within the scope permitted in Nepal. This means a branch can sign business contracts, sell products or services, execute projects, and generate revenue locally, provided those activities are legal and approved by Nepali authorities. However, the branch’s activities in Nepal must mirror the business objectives of the parent company – a branch is generally restricted to the business scope that the parent company has internationally. (For instance, a foreign engineering firm can open a branch to offer engineering services in Nepal, but it cannot suddenly engage in unrelated businesses through the branch.) Branch offices are commonly used when foreign companies need to undertake projects (especially contract-based work) in Nepal or when the nature of business is such that operating as a foreign branch is more practical than forming a subsidiary. They are permitted to earn income, invoice customers in Nepalese rupees (or foreign currency if allowed), and repatriate profits after taxes. Branches can hire local and foreign staff, lease property, import equipment for their business, etc. There may be specific limitations or extra permits required depending on the industry: for example, branches in regulated sectors like banking, insurance, or telecom require special licenses from sector regulators (e.g. Nepal Rastra Bank for foreign bank branches, Insurance Board for insurance branches). In summary, branch offices have a far broader scope of permissible activities, essentially any commercial activity the parent is allowed and which is not restricted by Nepali law, whereas liaison offices are confined to supportive and preparatory activities only.

Taxation and Financial Repatriation

• Liaison Office: Since a liaison office cannot engage in revenue-generating activities, it does not earn profits and therefore is not subject to corporate income tax in Nepal. The office operates purely on funds remitted from the parent company to cover its expenses (rent, salaries, office costs). Those operational expenses can still have tax implications: for example, a liaison office must deduct and pay applicable taxes on its expenditures. This includes withholding taxes on employee salaries (per Nepal’s income tax law) and withholding on office rent paid to a landlord, as well as any other applicable taxes (like taxes on services if it procures services locally). The liaison office will typically obtain a Permanent Account Number (PAN) from the Inland Revenue Department and file annual income tax returns reporting nil taxable income (since it has none) along with details of expenses and any taxes withheld at source. Essentially, the liaison acts as a cost center. There is no repatriation of profits because a liaison cannot make a profit; however, if any funds remain unutilized or if the liaison office is closing, the remaining balance originally brought from abroad can potentially be repatriated back to the parent company with Nepal Rastra Bank (NRB) approval. NRB oversees foreign exchange, so while bringing money in for the liaison is straightforward (the parent sends foreign currency through normal banking channels), sending money out (even unused funds or closing balances) requires clearance to ensure all local liabilities (like taxes or debts) are settled. In summary, a liaison office’s tax burden is minimal – no corporate tax, but compliance with withholding and reporting is required. It is a non-taxable entity beyond those compliance points, reflecting its non-profit nature.

• Branch Office: A branch office in Nepal is considered a taxable presence (permanent establishment) of the foreign company. It is generally subject to the same taxes as a Nepali company on any income earned in Nepal. Key taxation aspects for branches include:

  • Corporate Income Tax: Branch offices pay corporate income tax on their net profits earned from operations in Nepal. The standard corporate tax rate in Nepal is currently 25% for most industries (some specific sectors like banking or telecom may have a slightly higher rate, e.g. 30%, but 25% is standard for normal businesses). The branch must register with the tax authorities (IRD) and file annual tax returns declaring its income and expenses just like a local company would.

  • VAT (Value Added Tax): If the branch office is providing goods or services within Nepal and crosses the threshold (currently NPR 2 million annual turnover) for VAT, it must register for VAT and charge VAT on invoices, filing monthly/quarterly VAT returns. Many branch offices executing projects will need VAT registration to bill local clients.

  • Withholding Taxes: Branches must comply with all tax deduction at source requirements – e.g., withhold taxes on salaries of employees, on payments to vendors as required, etc., just like any local business operation.

  • Repatriation of Profits: One of the advantages for foreign investors using a branch is the ability to repatriate profits to the home office. After the branch pays all applicable Nepali taxes on its profits, the remaining after-tax profit can be sent back to the parent company abroad. Nepal’s laws (including the Foreign Investment and Technology Transfer Act and NRB regulations) allow 100% repatriation of profits earned by a foreign investment or branch, provided that taxes are paid and necessary approvals are obtained. In practice, the branch would apply for a tax clearance certificate from the IRD each year and then apply to Nepal Rastra Bank for approval to remit the net profits in foreign currency to the parent. There is no separate “branch profit remittance tax” in Nepal (unlike some countries that impose a secondary withholding on branch remittances); once corporate tax is paid, profits can be distributed. However, the NRB will verify that the remittance equals the audited profit and tax clearance has been obtained.

  • Capital and Fees: Note that branch offices are not subject to dividend distribution tax since they don’t issue dividends (that’s for subsidiaries). But any payments from branch to head office that are in nature of royalties, technical fees, or interest might attract applicable withholding taxes under Nepali law.
    In short, branch offices are fully taxable entities in Nepal. They must maintain proper accounts, get audited annually, file tax returns, and are taxed on local income similarly to resident companies. This is a key difference: a branch brings tax obligations, whereas a liaison generally does not incur profit tax.

Reporting and Compliance Obligations

• Liaison Office: Even though a liaison office doesn’t do commercial operations, it is not free from reporting requirements. In Nepal, once a foreign company registers a liaison office, it must adhere to certain ongoing compliance rules:

  • Registration and Annual Renewal: The liaison office is typically registered with the Company Registrar for a specified period (often initial approvals are for 1 to 5 years). The office may need to renew its registration or permission periodically (for example, if the Department of Industry granted approval for 3 years, an application for renewal must be submitted before expiry to extend the liaison office’s tenure). Ensuring the liaison office’s license remains valid is critical, as operating an unrenewed office could be illegal.

  • Appointment of Auditor: Nepali regulations require even liaison offices to appoint a qualified auditor and prepare annual financial statements. Since there are no revenues, the financial statements mainly detail the expenses of the liaison office. The audited financial statement (often just an income & expenditure report, since no profit/loss in the commercial sense) usually must be submitted to the Office of the Company Registrar within a certain timeframe. In practice, liaison offices in Nepal are required to submit their annual audited statements within 3 months from the end of each fiscal year.

  • Annual Reporting: Liaison offices often must file an annual report or return to demonstrate that they have complied with the non-commercial mandate. This may involve reporting to the Department of Industry (if that body oversees liaison offices) about the activities undertaken, confirming that no revenue-generating work was done. The report might include details like: funds received from the parent, how those funds were spent (salaries, office expenses), and any local engagements. This transparency helps authorities ensure the liaison office is not secretly doing business.

  • Tax filings: As mentioned, the liaison will file a tax return declaring it earned no income, and listing taxes withheld on expenses. It will also need to provide evidence of having withheld tax on salaries, rent, etc., by filing periodic TDS (Tax Deducted at Source) returns.

  • Local Employment and Labor Laws: If the liaison office hires local staff or even employs foreigners, it must abide by Nepal’s labor laws. This includes employment contracts, contributing to social security funds for Nepali employees, and obtaining work visas for any foreign staff. A liaison office can hire staff for its administrative functions, but they must be reported and all labor regulations (minimum wage, leave, etc.) apply.

  • Display of Name and Status: As per the Companies Act, a foreign company’s Nepal office (branch or liaison) must display its name and country of incorporation at its place of operation. A liaison office should indicate it is a “Liaison Office of XYZ [Foreign Company]”.

  In general, compliance for a liaison office is lighter than for a branch – mostly centered on reporting expenses and maintaining its non-commercial status. There are fewer regulatory filings since no operational licenses or tax on profits is involved. However, failure to comply (e.g., not submitting audited statements or not renewing on time) can result in penalties or cancellation of the liaison registration.

• Branch Office: A branch office must comply with a more extensive set of requirements, akin to those of a fully operational company:

  • Annual Financial Statements and Audits: Branch offices are required to maintain proper books of account for their operations in Nepal. They must appoint a licensed auditor (Nepalese Chartered Accountant) to audit their annual financial statements. The audited financial statement, along with a balance sheet and profit/loss account of the branch’s Nepal operations, must be submitted to the Office of the Company Registrar (OCR) within 6 months of the end of the fiscal year. Additionally, the branch must submit a copy of the parent company’s latest audited financial statements to OCR (often within 3 months of the parent’s audit completion, to show the parent’s financial health). This ensures transparency that the foreign company backing the branch is sound.

  • Statutory Returns: Besides OCR filings, branch offices file annual tax returns with the Inland Revenue Department reporting their income and paying taxes. They must also file any required returns with other regulators if applicable (for example, if the branch is in an industry that requires reporting to a sector regulator).

  • Periodic Updates: If any key information changes – such as the foreign company’s name, its directors, the Nepal branch office address or local representative – the branch office is obligated to update the OCR and relevant authorities. Such changes typically must be reported within a prescribed time (e.g., within 30 days of the change).

  • Labor and Employment Compliance: Branches, as active employers, must comply with all labor laws: employment contracts, provident fund contributions, social security, work permits for expats, etc. Since branches engage in business, they may end up with larger staff than a liaison and must adhere strictly to these obligations. Non-compliance can lead to fines or even jeopardize the branch’s ability to operate.

  • Regulatory Approvals (NRB, Others): Branch offices will engage in foreign currency transactions (especially when repatriating funds or receiving funds from the parent). They need to comply with Nepal Rastra Bank’s foreign exchange regulations – for example, obtaining NRB approval for sending profit or royalties out of Nepal, and using an authorized bank for any inbound capital. If the branch imports equipment or goods, it must follow import regulations and possibly coordinate with customs and NRB for payments.

  • Higher Administrative Burden: In summary, the branch office has a stringent compliance burden. It essentially functions like a local company in terms of accounting, auditing, and regulatory scrutiny. Authorities treat it as a foreign-invested business entity that must be monitored. The reporting ensures the branch operates legally and meets all Nepali laws. The foreign parent should be prepared to devote resources (or hire local professionals) for accounting, auditing, tax compliance, and legal filings for the branch.

To put it clearly: liaison offices have lighter reporting (focused on proving they’re not doing business), whereas branch offices have full-fledged corporate compliance duties. This difference is a key factor for investors to consider when deciding their mode of entry into Nepal.

The table below summarizes some of these differences:

Understanding these distinctions can guide a foreign investor in choosing the right approach. Next, we’ll outline how to actually set up each type of office in Nepal, including required approvals from Nepal Rastra Bank (NRB), the Department of Industry (DoI), and the Company Registrar.

Step-by-Step Process to Register a Liaison Office in Nepal

Registering a liaison office (representative office) involves obtaining permission to establish a non-commercial presence and then registering that office with the authorities. Below is a detailed step-by-step process:

1. Preliminary Planning and Document Preparation: Begin by preparing the necessary documentation and clarifying the scope of your liaison office. Key documents include:

• Corporate Documents of the Parent Company: Notarized copies of the parent company’s Certificate of Incorporation or Charter, Memorandum and Articles of Association (or equivalent constitutive documents). These need to be translated into Nepali (by a certified translator) if they are in another language.

• Board Resolution: A resolution from the parent company’s Board of Directors approving the establishment of a liaison office in Nepal. This should state the purpose of the liaison office and authorize a representative to carry out the registration.

• Power of Attorney: A notarized Power of Attorney appointing a person (often an employee or agent in Nepal) as the authorized representative of the company for the liaison office. This person will be the point of contact to receive official notices in Nepal on behalf of the company.

• Company Details: A document outlining the key details of the foreign company – full legal name, registered address, principal place of business, date of incorporation, current paid-up capital, and a summary of its main business activities (objectives). Essentially a profile of the company.

• Directors and Officers List: A list of names, nationalities, and addresses of the current directors and key officers of the parent company.

• Nepal Liaison Office Plan: A brief statement of what the liaison office will do in Nepal – its proposed activities (which must be non-commercial), the expected expenditures or budget, and the initial proposed duration of operation. You should also mention the address in Nepal where the liaison office will be established (if decided) or at least the city.

• Proposed Start Date: An intended date of commencement of the liaison office’s operations in Nepal.

• Declaration: A declaration letter, signed by an authorized director or representative, confirming that all information and documents provided are true and correct.

Ensure all foreign documents are notarized and, if required, attested or legalized (for example, by a Nepali embassy or through apostille if Nepal recognizes that). Having clear, well-prepared documents will smooth the approval process.

2. Application to the Department of Industry (DoI): In Nepal, the Department of Industry (under the Ministry of Industry, Commerce and Supplies) is often the first point of contact for foreign investment related activities. While a liaison office is not an “investment” per se (since it cannot generate income), it is still a foreign establishment. It is advisable to submit an application to the DoI for establishing a liaison office:

• The application will include a cover letter and all the documents prepared in Step 1. It should clearly request approval to set up a liaison office, highlighting that the office will strictly undertake liaison (representative) activities and no commercial transactions.

• The DoI will review the application to ensure the proposed liaison office complies with the Foreign Investment and Technology Transfer Act (FITTA) 2019 and other regulations. Typically, because no actual investment or business is involved, this process is straightforward. In most cases, no specific minimum capital is required for a liaison office, though you may need to show you have sufficient funds to support its operations.

• If all is in order, the Department of Industry will issue an Approval Letter for the liaison office. This letter is essentially the government’s permission for your foreign company to establish a representative office in Nepal under the stated conditions. It will often mention the allowed duration of the liaison office (e.g., “approved for three years, non-renewable without further approval” or similar) and that the office must not engage in commercial activities.

Note: In practice, some law firms note that a liaison office might not need an elaborate approval if it’s purely non-commercial. However, obtaining this DoI approval letter is prudent and usually required by the Company Registrar to ensure some government body is aware of the foreign presence. It also helps for record-keeping and future renewals.

3. Registration with the Office of the Company Registrar (OCR): Once you have the DoI approval, the next step is to formally register the liaison office as a foreign company’s office in Nepal with the Office of the Company Registrar:

• Prepare the application form for registration of a foreign company (available from OCR). This form will ask for all the details of the foreign company and its local office (much of which you have in your documents).

• Attach the required documents to this application: the DoI approval letter, notarized corporate documents, the board resolution, POA, details of directors, local representative’s details, etc. The OCR requires Nepali translations of key documents, so include those translations completed by a certified translator.

• Pay the registration fee to the OCR. The government fee for registering a liaison office is based on the “investment amount” or capital you propose to bring for operations. Often, liaison offices do not declare a large investment amount (since it’s not investing in capital assets), so if you choose not to specify an amount, a lump-sum minimum fee is levied. As of current regulations, if no investment amount is explicitly stated, the OCR charges a flat fee of NPR 100,000 (approximately USD $800) for foreign company registration. (For reference, if an investment amount were stated, the fee ranges from NPR 15,000 for small amounts up to higher slabs for larger amounts – but liaison offices usually just pay the minimum.)

• The OCR will examine the submission. By law, the Registrar should complete the inquiry and registration process within 30 days of receiving a complete application. In practice, a liaison office registration tends to be processed quite quickly because it doesn’t involve complex capital issues. Many have found that it can be done in 2–3 weeks or even sooner if all documents are in order.

• Upon satisfaction, the OCR will register the liaison office and issue a Registration Certificate. This certificate confirms that your foreign company’s liaison office is legally established in Nepal as of that date. It will include a Nepali registration number for the foreign company.

• The liaison office is now officially recognized. The foreign company should then display its name and country of incorporation at the office location and use the Nepali registration number on any official correspondence or letterhead in Nepal.

4. PAN Registration with Inland Revenue Department: Although the liaison office won’t be paying income tax on profits, it must still obtain a Permanent Account Number (PAN) from the tax authorities for tax identification. This is necessary for activities like opening bank accounts, hiring employees (to remit payroll taxes), and leasing premises.

• The process involves submitting the OCR registration certificate and some forms to the local Inland Revenue Office to get a PAN registration certificate. This gives the liaison office a tax ID so it can file withholding tax returns and any necessary tax documents.

• If the liaison office will import any equipment or vehicles for its use, it might also need to register for VAT to clear customs (though generally liaison offices avoid such transactions or use service providers).

5. Nepal Rastra Bank Compliance: While NRB does not need to separately “license” a liaison office, you should notify your bank and ensure compliance with NRB for foreign exchange:

• Open a local bank account for the liaison office (usually in NPR for local expenses, and possibly a foreign currency account if needed). The bank will require your OCR certificate and PAN to open the account.

• The parent company will remit funds from abroad to this account to fund the liaison office. Ensure all remittances are labeled clearly (as remittance for liaison office expenses, non-revenue).

• Nepal Rastra Bank monitors such remittances via the commercial banks. Usually, as long as the purpose is legitimate (office operation costs) and matches the liaison office’s scope, there is no issue. There is generally no minimum remittance required for a liaison office, but the parent should send enough to cover at least 6-12 months of projected expenses to show viability.

• Keep records of all remittances and expenses. When renewing or closing the liaison office, NRB will want to see that any money that came in and is going out has proper justification and that no illicit transactions occurred.

6. Post-Registration Compliance: After establishment, a liaison office must abide by the compliance requirements outlined earlier:

• Hiring Staff: If you hire Nepali staff, register them with the relevant government labor offices and the Social Security Fund. If you assign a foreign national as the liaison head, obtain a Business Visa or Work Visa for them through the Department of Immigration (based on recommendation from the relevant ministry, since they are representing a foreign company).

• Office Lease: Register your office lease agreement with the local ward office or municipality if required, and ensure you withhold tax on rent (usually 10%).

• Annual Reports: Mark your calendar for annual audit and reporting deadlines (for example, if Nepal’s fiscal year ends in mid-July, you might need your liaison financial statements audited and submitted by mid-October).

• Renewal Reminder: Note the expiry date of your DoI approval or OCR registration conditions. Typically, the Department of Industry approval for a liaison office might be valid for 2 or 3 years at a time. A few months before expiry, you should apply to DoI for renewal with an activity report and justification for continuing the liaison office. Once you get renewal permission, you may also need to update the OCR. Timely renewal ensures the liaison office can legally continue operations.

Following these steps will establish your liaison office in Nepal. It’s a process that emphasizes governmental oversight at the beginning (to ensure you won’t do business) but is relatively straightforward compared to a branch or subsidiary. Many foreign companies appreciate that a liaison office can be set up within a month in Nepal if paperwork is complete and there are no special complications. For example, in recent years, companies in sectors like infrastructure and education have opened liaison offices to scope out opportunities: a European hydropower firm opened a liaison office in Kathmandu to coordinate feasibility studies for a potential project (ensuring compliance by not engaging in any construction or revenue activity during that exploratory phase).

Step-by-Step Process to Register a Branch Office in Nepal

Establishing a branch office of a foreign company in Nepal involves more rigorous procedures, as the branch will undertake business activities. The registration must comply not only with company law but also foreign investment regulations. Here are the steps in detail:

1. Feasibility and Decision Making: Before initiating registration, the foreign company should conduct an internal feasibility study or business plan for operating in Nepal as a branch. This includes:

• Clarifying the scope of business the branch will engage in Nepal (it should align with the parent company’s objectives and be in a sector open to foreign investment).

• Ensuring the sector is not on Nepal’s negative list for foreign investors (Nepal restricts foreign investment in certain small-scale trades and a few sensitive areas – e.g., retail trading in small volume, real estate trading, etc. – if your intended activity falls under restricted sectors, you may need to reconsider or seek special permission).

• Deciding on the capital or funding for branch operations. Unlike a liaison office, a branch office will typically be expected to bring in capital for its business. Nepal’s current policy sets a minimum foreign investment amount (the Department of Industry has internally followed a guideline of NPR 5 million – roughly USD $40,000 – as a minimum investment for foreign ventures). While this “minimum” traditionally applied to subsidiaries, in practice, when establishing a branch you should be prepared to demonstrate that you will bring in sufficient funds (at least around that amount or more) to run the branch’s operations.

• Checking if any sector-specific approval is needed. For example, if the branch is in banking, you’d need Nepal Rastra Bank’s banking license; if in construction with government contracts, you might need a project award letter; if in telecom, perhaps approval from the telecom regulator. Many branch offices are established either to fulfill a contract or to operate in regulated fields, so identify the “competent authority” for your business sector.

2. Obtain Approval from Competent Authorities (Department of Industry / IBN / Others): Under the Foreign Investment and Technology Transfer Act (FITTA) 2019, a foreign company must get approval to open a branch in Nepal:

• Department of Industry (DoI): For most branch offices, especially if the scale of proposed business is below a certain threshold, the DoI is the approving agency. As per FITTA, the DoI can approve foreign investments (including branch setups) up to NRs 6 billion (~USD $50 million). So unless your branch plans a massive operation beyond that, the DoI will handle it.

• Investment Board of Nepal (IBN): If the branch office represents a very large project (above NRs 6 billion investment) or falls under specific large-scale infrastructure projects, the approval might be routed through the Investment Board Nepal. IBN typically handles big investors, e.g., large hydropower projects, international airlines, big telecom operations, etc., and might be involved in approving a branch in such cases.

• Sectoral Ministry/Regulator: In parallel, if your branch needs a nod from a sector regulator, apply for that. For instance, a foreign construction firm awarded a government project should obtain an official contract or recommendation from the government client that will serve as a “permission” to register the branch. This often satisfies the “permission from competent body” requirement mentioned in the Companies Act. If the branch is purely private sector oriented, this may not apply, but having any local partner agreements or client contracts can strengthen your case.

• Application Dossier: Submit an application to the DoI (or IBN) for branch establishment. The application will include:

  • Cover letter explaining the intent to establish a branch, scope of operations, and commitment to abide by laws.

  • All corporate documents of the parent company (as listed in the liaison steps: incorporation certificate, Memorandum & Articles, etc., notarized and translated).

  • Board Resolution authorizing the branch office in Nepal.

  • Power of Attorney for a Nepal-based representative.

  • Financial statements of the parent company (to show the company’s financial soundness and ability to support the branch).

  • A business plan or project report for the branch in Nepal (detailing what business the branch will do, the projected financials, number of employees, office setup, etc.).

  • Proposed investment amount for the branch operations (how much money will be brought in, in what forms and timeline).

• The DoI will review the application to ensure it meets all criteria. They will consider if the proposed branch activity is permitted and beneficial. As long as it’s in line with policy and the documentation is complete, DoI will grant an approval letter for the branch office. This letter is effectively the government’s approval under FITTA to proceed with branch registration. It may stipulate conditions like bringing in the committed funds through proper banking channels, etc.

• Timeline: Getting DoI approval can take a few weeks to a month or more, depending on complexity. Often, 30–45 days is a reasonable estimate for this approval process, as multiple departments might review it (especially if consultations with line ministries are needed).

3. Registration with the Office of the Company Registrar (OCR): With the DoI/IBN approval in hand, the foreign company must register the branch at the OCR:

• Fill out the foreign company registration application (similar to liaison, but indicate it’s a branch office engaging in business).

• Attach the approval letter from DoI/IBN (this is critical; OCR typically will not register a branch without the government’s approval letter for foreign investment).

• Attach all other required documents: charter documents, director list, etc., as in the liaison case. Ensure translations in Nepali are provided for all major documents.

• State the intended investment (capital) amount for the branch in the application. This amount should align with what was in your DoI application. The OCR uses this to calculate the registration fee. Based on the fee schedule, for example:

  • If your branch will involve up to NPR 10,000,000 (10 million) investment, fee is NPR 15,000.

  • NPR 10,000,001 to 100,000,000: fee NPR 40,000.

  • NPR 100,000,001 to 200,000,000: fee NPR 70,000, and so on, increasing with investment.
    (These are illustrative; actual slabs should be confirmed, but they give an idea.) Many branch offices declare a modest figure (like just at or above the minimum threshold if they mainly provide services). The minimum fee is NPR 15,000 for any declared investment up to 10 million.

• Pay the registration fee and submit the application. The OCR will review everything and, if satisfied, register the branch office. By law, OCR has 30 days to decide, but if all approvals are in order, it often issues the registration within a couple of weeks.

• You will receive a Foreign Company Branch Registration Certificate from OCR. This certificate formally registers your foreign company’s branch in Nepal. It will contain the registration number and date.

• At this stage, your branch office legally exists in Nepal. The branch can proceed to carry out business as per the approvals.

4. Tax and Other Registrations: After OCR registration:

• Obtain a Permanent Account Number (PAN) for the branch from the Inland Revenue Department. This is mandatory for paying taxes, issuing invoices, etc.

• If your branch will be invoicing for goods/services in Nepal, also register for VAT with IRD (especially if you expect annual sales above the threshold). This allows you to charge VAT and claim input VAT credits. The branch will be treated like any Nepali firm for VAT purposes.

• Register with local authorities if necessary (some municipalities require a local trade license or signboard tax – consult local regulations where your office is established).

• Open a bank account in Nepal for the branch. Typically, you might open both an NPR account and a foreign currency account. The initial capital remittance from the parent company should be brought in through this account. For example, if you committed to invest $100,000 as working capital, you should remit that money from the parent’s bank to the branch’s Nepal bank, which converts it to NPR (or holds in USD if allowed) and credits it. This remittance is documented as the foreign investment inflow for the branch. The bank will issue an encashment or remittance certificate which is important for proof of investment and for future profit repatriation (NRB will ask how much came in).

• If the branch will import machinery or raw materials, consider any import license or EXIM code requirements.

5. Post-Registration Operational Setup: Now the branch can begin operations:

• Office Setup: Secure office space (if not already) and display the name board showing the foreign company name, country of origin, and the branch registration number, as legally required.

• Staffing: You can hire local employees. Register them for social security and comply with labor laws as an employer. Key managerial staff can be seconded from the parent company; foreign staff will require work permits and business visas. The branch manager (or equivalent) should ideally be stationed in Nepal to run day-to-day affairs and liaise with authorities.

• Accounting & Systems: Implement an accounting system to record all branch transactions separately. You’ll need to produce financial statements for the branch’s activities in Nepal. Many companies hire a local accounting firm or consulting firm to handle bookkeeping and compliance, since branch offices must meet Nepali accounting standards (NFRS – Nepal Financial Reporting Standards) for their reporting.

• Compliance Calendar: As a branch, establish a compliance calendar:

  • Audit and OCR filing within 6 months of fiscal year end.

  • Tax filings (annual income tax return within 3 months of fiscal year end, VAT filings monthly/quarterly, TDS filings monthly/quarterly, etc.).

  • Any quarterly or annual report to DoI on the status of the branch (sometimes DoI asks for updates on operations and investment).

  • Renewal of any sector-specific licenses (e.g., if you have a branch of a software company, and you got a five-year license from a tech regulator, note renewal).

• Profit Repatriation Planning: If you anticipate profits, plan with a tax advisor on how to repatriate them. Generally, you will need audited accounts and tax clearance. Profits can be remitted as dividends to the head office after paying 25% corporate tax. There is no dividend tax because it’s not a separate company; however, ensure that any inter-company charges (like royalties or management fees paid by branch to head office) are at fair rates, as tax authorities will scrutinize those for deductibility.

6. Example Use-Case: As a practical illustration, consider a real scenario – a foreign IT services company secured a contract with a Nepali telecom operator to deploy certain systems over two years. To execute this, in 2022 they opened a branch office in Nepal. They obtained DoI approval by showing the telecom contract as evidence of business, registered the branch, brought in $60,000 for initial expenses and local hiring, and successfully delivered the project through the branch. Over those two years, the branch invoiced the Nepali client, paid local taxes on profits, and then remitted the remaining profit back to the parent company abroad. This approach allowed the company to fulfill the contract without creating a separate subsidiary, and to exit cleanly after the project by closing the branch (versus a subsidiary which would involve share transfers or liquidation).

7. Timeline: Overall, expect about 1 to 2 months total to set up a branch office, assuming timely approvals:

• Document prep: 1-2 weeks,

• DoI approval: ~4 weeks (could be faster or slower depending on complexities),

• OCR registration: 1-2 weeks after approval,

• Tax registration and bank setup: 1 week.
  Sometimes the processes overlap or expedite if well-managed. It’s advisable to engage a local consulting or law firm (for example, Digital Consulting Ventures or a legal advisor) to handle liaisons with DoI and OCR, as they can often streamline the process and ensure all paperwork meets requirements.

Capital Requirements and Funding

Capital and funding requirements differ significantly between liaison and branch offices, and understanding these will help in planning your Nepal entry strategy:

• Liaison Office Capital: A liaison office is not required to bring in any fixed minimum capital by law, since it’s not an investment vehicle but rather a cost center. You do not need to inject share capital as you would in a subsidiary. However, you must ensure the parent company will provide sufficient funds to cover the liaison’s operating costs in Nepal. When applying for approval, you might be asked for a budget or funding plan for the liaison office. This is to demonstrate that the office will be financially supported (e.g., parent will remit USD 50,000 annually to cover salaries and rent). While there’s no official minimum, practically the parent should have the financial ability to sustain the office. The parent’s financial statements might be reviewed to ensure it’s solvent. In summary, liaison offices have no formal capital requirement, but cannot generate local funds either – all money must come from the parent. Plan to periodically remit money (quarterly or annually) as needed, and keep records of these inward remittances.

• Branch Office Capital: Branch offices, under FITTA 2019, are considered a form of foreign direct investment, even though not a separate company. Nepal’s government has historically set a minimum FDI threshold of NPR 5 million (approximately USD $40k–$50k) for any foreign investment to ensure seriousness and to discourage very small-scale foreign ventures. This threshold applies typically to registering a new company, but by extension, branch offices are also expected to meet it. Therefore, when establishing a branch, you should generally plan to bring in at least NPR 5 million as operating capital. In many cases, the nature of the branch’s business will dictate capital needs – for instance, a construction branch might need significantly more capital to import equipment and start project work, whereas a consulting branch might run on $50k to $100k per year for staff and office.

  Note the following for branch capital:

  • Declared vs. Actual Capital: In the registration process, you will “declare” an investment amount for the branch. You should then bring in funds close to that amount within a reasonable time. If you declare NPR 20 million as investment, regulators expect you to actually remit funds to utilize in the branch’s operations. Bringing substantially less could raise questions later when repatriating profits or renewing approvals.

  • Working Capital vs. Fixed Assets: Branch capital often mostly goes towards working capital (salaries, rent, etc.) because a branch doesn’t typically “invest” in Nepal in the sense of acquiring lots of local assets (it cannot own land in its name, for example, as it’s not a local company). However, it can purchase equipment, vehicles, etc. If the branch buys fixed assets, those are still owned by the foreign company (branch) but would be part of the branch balance sheet. Capital can be used for such purchases.

  • No Equity Structure: Because a branch is not a company, it doesn’t have “shares” or equity. The capital remitted is usually recorded in accounts as head office funds or a loan from head office. In either case, it’s the parent’s money. If the branch makes a profit, it can send that back (as profit repatriation) and if it incurs losses, the parent shoulders them. This is unlike a subsidiary where capital is equity that can be lost if business fails. With a branch, essentially the parent’s entire assets are at stake for branch liabilities, so one might not want to over-capitalize unnecessarily.

  • Additional Funding: A branch can receive additional funds from the parent any time if needed (subject to informing NRB). Conversely, if a branch has surplus cash (from profits) that it doesn’t need, it should repatriate the surplus profits rather than accumulate large reserves in Nepal, both for efficiency and because that’s the goal of business. There’s no strict cap on how much you can invest via a branch, but large investments might push one to consider a subsidiary for better local structuring.

• Use of Funds and Accounts: Both liaison and branch offices must use banking channels for all fund flows. Cash transactions are discouraged and there are limits under anti-money-laundering regulations. So parent companies will inject funds via bank transfers (SWIFT) and branches will repatriate via bank transfers after approval.

• Example: Suppose you want to set up a branch office for an engineering consulting firm. You anticipate needing an office with 5 staff and operations for two years to complete some projects. Your projected expenses are $100,000 per year. As a foreign branch, you’d likely declare an investment of around NPR 25 million (~$200,000) to cover two years of costs and some buffer. You’d then remit maybe $100k upon startup and another $100k after a year. This satisfies regulators that you met the minimum and funded your business. If by the end of two years you have unspent funds or profits, you apply to repatriate the remainder.

In conclusion, liaison offices require no fixed minimum capital but must be fully foreign-funded, while branch offices should meet Nepal’s minimum foreign investment guidelines and be prepared to bring in sufficient capital to carry out their business plans. Always align your declared investment with actual funding to maintain credibility with Nepali authorities.

Ongoing Compliance and Reporting Obligations

After establishment, maintaining compliance is an ongoing responsibility for both liaison and branch offices. Below is guidance on annual and periodic compliance:

• Liaison Office Compliance:

  • Annual Financial Statement: Even without revenue, a liaison office must maintain records of its expenditures in Nepal. At the end of each fiscal year, prepare a financial statement (essentially a statement of expenses). An independent auditor (chartered accountant in Nepal) should audit this statement. It typically will include details such as total funds received from the parent, how those were spent (salaries, office rent, utilities, travel, etc.), and ensure that any required taxes on those expenses were deducted.

  • Filing with Registrar: Submit the audited financial statement to the Office of the Company Registrar. As noted, the timeline given by regulations is often within 3 months of fiscal year-end for liaison offices. This is a shorter window than for branches, reflecting that the statements are simpler.

  • Reporting to DoI: If the Department of Industry issued your liaison approval, they may require an annual progress report. This report would explain what activities the liaison office undertook during the year (e.g., “conducted market research in automotive sector, coordinated meetings between parent company and local distributors, etc.”) and confirm that no income was earned. It’s part of proving continued adherence to the non-commercial mandate. The DoI uses this to decide on renewal applications as well.

  • Tax Compliance: The liaison should file an annual income tax return with the Tax Office, declaring zero taxable income. Along with that, it will submit details of taxes withheld on salaries (as proof of submission) and any other tax obligations met. Usually, if a liaison office only has expenses, the tax return is mostly informational but still legally required.

  • Local Renewals: Some licenses might need yearly renewal – for example, the municipality might require renewing the registration of the office (just like local firms have to). Check local requirements where your office is based.

  • Duration Limit: Be mindful if there is a permitted duration for the liaison office. Some countries allow liaison offices only for a certain number of years (like 5 years) before converting or closing. In Nepal, there isn’t a hard legal limit stated in law, but approvals are given for fixed periods. The liaison office can typically be renewed multiple times if it still serves a purpose, but the authorities will want to see justification that the liaison office is still needed and hasn’t quietly started doing business. It’s wise to not operate a liaison office indefinitely without showing some outcome (either you eventually incorporate fully or wrap up if the exploratory phase is over).

  • No Expansion of Scope: A liaison office must refrain from any activities outside its allowed scope. This means if your approval was for, say, “market research and liaison,” you shouldn’t start using the office for product promotion events or signing any deals. If your plans change and you find business opportunities, then you should upgrade to a branch or subsidiary (more on conversion later). The compliance angle is: any violation of scope can lead to cancellation of the liaison office registration and even penalties.

• Branch Office Compliance:

  • Annual Audit and Filings: A branch must prepare full financial statements (balance sheet, profit & loss, cash flow statement, etc.) for its operations in Nepal. These must be audited annually by a certified auditor in Nepal. Within 6 months of the end of the fiscal year, the branch has to file the audited financial statements, along with the auditor’s report and a report from the board of the parent company (essentially commentary on the branch performance), to the Office of the Company Registrar.

  • Parent Company Financials: Additionally, the branch is required to submit the audited financial statements of the parent company to the OCR within 3 months of those being prepared. For example, if your parent company’s financial year ends in December and the audit is completed by March, you should submit those by June to OCR. This requirement ensures the foreign company remains in good standing and solvent.

  • Tax Returns: The branch must file an annual corporate tax return with the Inland Revenue Department by the due date (typically within 3 months of fiscal year end, which can be extended on request). In this return, the branch will declare its gross income, deductible expenses, and compute the taxable profit and tax liability. Corporate tax (25% on profits) should be paid in advance installments during the year and any remainder paid at filing time. A tax clearance certificate is obtained after final taxes are paid. The branch also files periodic VAT returns (if applicable, likely monthly) and regular TDS (withholding) returns for any taxes it deducts from payments.

  • NRB and Foreign Exchange Compliance: If the branch repatriates profits in a year, it must follow the procedure: get a tax clearance certificate from IRD, then apply to Nepal Rastra Bank for approval to remit the profit. The application to NRB will include the audited accounts, tax clearance, board resolution of the company to remit the profit, and details of the amount. NRB will verify and then the branch’s bank will be allowed to transfer the funds in foreign currency to the parent. Similarly, if the branch needs to pay any royalty or technical service fee to the parent or any foreign party, prior NRB approval and proper contracts are needed (and applicable withholding taxes must be paid before remittance).

  • Changes and Updates: A branch must notify OCR if there are changes such as:

    • Change in the parent company’s name (if the foreign company rebranded or merged, etc., you have to update Nepal’s records).

    • Change in directors of the parent company or the local authorized representative.

    • Change in the principal place of business in Nepal (office move).

    • Increase of investment or scope expansion (which would also need DoI approval if major).
      These changes typically require a resolution and documentation, and OCR will record the updated information.

  • Local Compliance: As an operating business, a branch must comply with all local laws. This includes:

    • Labor Law: providing appointment letters to employees, following working hours rules, leave, and benefits as per Labor Act, contributing to Social Security Fund (SSF) for each Nepali employee, and maintaining HR records. Branch offices are also subject to workplace inspections by the Labor Office.

    • Social Security & Taxes: timely deposit of employee income tax (PAYE) monthly, deposit of social security contributions, and annual labor audits (the labor law in Nepal requires companies to conduct a labor audit report by a certified auditor focusing on labor compliance).

    • Industry Specific: If your branch is in an industry that requires periodic performance reports or license renewals (for instance, a construction branch might need to report progress to a ministry, or a tech service branch might need to renew a telecom service license annually), ensure those are calendared.

  • Penalties for Non-Compliance: Both OCR and IRD can impose penalties on branch offices for late filing or failure to file required documents. For example, late filing of annual returns might incur fines. In worst cases, the OCR can cancel the registration of a foreign company if it consistently violates regulations or if it ceases operations without notice.

  Overall, branch offices should ideally have a compliance officer or use a professional service provider to keep track of these obligations. The cost of compliance is part of doing business and should be budgeted for (audit fees, accounting services, etc.). Staying compliant not only avoids legal troubles but also ensures you can smoothly repatriate profits and eventually wind up operations without last-minute hurdles.

In summary, annual compliance for a liaison office is focused on proving non-commercial status and renewing permissions, whereas a branch office’s compliance is akin to running a full business, with tax filings, audits, and multiple regulatory interactions. Foreign companies should not neglect these duties after the initial setup excitement is over. Proper ongoing compliance builds a good track record with Nepali authorities, which is valuable if you plan to expand further or convert your operations in the future.

Converting a Liaison Office into a Subsidiary Company

Often, foreign investors start with a liaison office to test the waters and later decide they want a full-fledged presence to engage in business. Since a liaison office cannot simply start doing business, the typical path is to convert that presence into a fully operational subsidiary (a locally incorporated company, usually a private limited company). Here’s how that conversion can be accomplished:

• Recognize the Nature of Conversion: It’s important to note that a liaison office cannot be “transformed” or re-designated as a company by a simple internal change. Practically, “converting” means establishing a new legal entity (subsidiary) in Nepal and then closing the liaison office. There isn’t a one-step legal switch from liaison to company. However, having run a liaison office can make the process smoother because you’ve gained local experience and perhaps completed groundwork like market research, finding partners, etc.

• Setting up a Subsidiary (Private Limited Company): The process to set up a wholly foreign-owned company in Nepal involves:

  1. Foreign Investment Approval: Under FITTA, you’ll need to obtain approval for foreign direct investment to incorporate a new company. You will prepare a proposal for your intended business (e.g., a new Pvt. Ltd. company that will do X business in Nepal). If you were operating a liaison, you likely have identified the business opportunity. Submit an application to the Department of Industry (or Investment Board if the project is big) similar to what one does for a branch or new investment. This includes details of the proposed company, its shareholders (the foreign parent can be 100% owner or with partners), the amount of share capital you will invest (again meeting the minimum NPR 5 million requirement), and a business plan.

  2. Company Incorporation: Once FDI approval is granted, incorporate a new private limited company with the Office of the Company Registrar. This entails choosing a unique company name, submitting a Memorandum and Articles of Association for the new company, and listing directors, shareholders, etc. The foreign company (parent) will be the shareholder of this new Nepali company (making it a subsidiary). You’ll also open a bank account to bring in the share capital amount from abroad to Nepal (this is typically done via an escrow account certificate process in Nepal to show capital brought in).

  3. Registration and Certificate: OCR will issue a Certificate of Incorporation for the new company, assign a company number. The new company is now a Nepali legal entity separate from the parent. It can conduct any business allowed by its charter and law. It will then obtain PAN, VAT, etc., as needed.

• Transition of Operations: Once the subsidiary is formed, you can transition any ongoing activities from the liaison office to the new company:

  • The staff of the liaison office can be moved to the subsidiary (the new company can issue them employment contracts so they become employees of the company instead of the liaison).

  • Any office lease or assets can be transferred: e.g., you may assign the lease from the foreign company to the new subsidiary (with landlord’s consent) or sign a fresh lease under the company’s name.

  • Any ongoing relationships or pending contracts (which a liaison legally shouldn’t have, but perhaps negotiations or MOUs) can now be formalized under the subsidiary.

  • Essentially, the subsidiary takes over as the active entity in Nepal for all forward-looking business.

• Closure of the Liaison Office: With business operations now planned through the subsidiary, the foreign company should wind up the liaison office:

  • Notify the Department of Industry that you intend to close the liaison office, since you have now established a company for local operations. If the liaison’s approval was still valid for some time, this voluntary closure notification is important.

  • Apply to the Office of the Company Registrar for cancellation of the liaison office registration. As per the Companies Act, a foreign company can close its liaison/branch by applying for cancellation of registration (Section 158 of the Act covers this). You will need to provide evidence that the liaison office has no pending liabilities in Nepal. This includes:

    • A tax clearance certificate from the Inland Revenue Department showing all due taxes (if any) are paid up to the closure date (in liaison’s case, it would mostly be withholding taxes or any staff-related taxes).

    • A resolution from the foreign company to close the liaison office.

    • Details on what will be done with any assets of the liaison (if it had office equipment, etc., typically those can be sold or transferred to the new subsidiary at fair market value; any such transfers should be at arm’s length and taxes, if any, considered).

    • If any funds remain that were brought by the parent and unused, you can request NRB approval to repatriate the remaining balance back to the parent or, if you prefer, inject them as additional investment into the new subsidiary (coordinate with NRB on this; since once the liaison is closed, leftover funds should either be sent out or legally transferred to the new company as a capital injection or loan with permission).

  • Once OCR is satisfied, they will deregister the liaison office. At that point, the foreign company no longer has a liaison presence, and only the subsidiary remains.

• Timing: It may be wise to overlap the liaison and new subsidiary briefly to ensure a smooth handover. For instance, incorporate the subsidiary first, then run both concurrently for a short period while transferring activities, then close the liaison. Nepalese authorities generally allow that overlap. Just ensure the liaison doesn’t invoice or do business during that overlap – it should still strictly do liaison functions until its closure, letting the new company handle any commercial transactions.

• Advantages of Conversion: Having a subsidiary (a Nepalese Pvt. Ltd.) gives you full freedom to do business locally: you can trade, invoice in local currency, partner with other companies, and even raise local financing or attract local investors if needed. The subsidiary has limited liability distinct from the parent (the parent’s liability is limited to the capital it invested, generally). Converting via a new company also allows you to maintain continuity (the people and infrastructure you set up via the liaison are retained, but now under a new legal entity that can expand operations).

• Case Example: A real-world style example – A foreign education consultancy opened a liaison office in Nepal in 2019 to promote its international university programs. After two years, it saw significant demand from Nepali students and decided to offer on-the-ground training services, which required earning revenue. In 2021, it established a subsidiary company “ABC Education Nepal Pvt. Ltd.” with the parent company owning 100%. It transferred its staff to ABC Nepal, started charging for training courses through the new company, and closed its liaison office. The process took a few months, but at the end ABC Nepal Pvt. Ltd. was fully operational as a Nepali business, paying taxes on its income, while the former liaison office was deregistered. This conversion allowed the investor to smoothly move from an initial exploratory presence to a revenue-generating operation without violating any regulations.

• Alternate Path – Liaison to Branch: While here we describe liaison to subsidiary, one could also convert a liaison office into a branch office if that structure is preferred. The process would be analogous: you’d apply to DoI to now set up a branch (commercial) and then register with OCR as a branch, then close liaison. However, many choose a subsidiary if long-term operation is intended, because a local company structure can be more flexible for hiring and expanding.

Converting a liaison to a subsidiary essentially signifies that your venture has graduated from exploration to execution. Nepal’s government welcomes such upgrades since it means more substantive foreign investment and local economic activity. Just remember to follow the formal procedure to avoid any compliance gaps (don’t start doing business as a liaison; wait for the new entity).

Renewal and Closure of Foreign Offices

It’s important for foreign investors to know how to maintain their office’s status over time and how to exit gracefully when needed. Below are the guidelines on renewal and closure for liaison and branch offices:

Renewal of Liaison Office:

• Initial Approval Duration: When you first get permission for a liaison office, the approval letter might specify the validity (commonly 1 year, 2 years, or 5 years, depending on policy at that time and the nature of your liaison activities). For example, authorities might grant a liaison office approval for 3 years initially.

• Renewal Process: To continue beyond the approved period, you must apply for a renewal. Typically, you would:

  • Write to the Department of Industry (or whichever body gave the initial nod) requesting an extension of the liaison office for another term. Submit this a couple of months before the current term expires.

  • Provide an Activity Report summarizing what the liaison office did during the past term, emphasizing that it complied with all rules (no commercial activity) and perhaps highlighting the ongoing need for liaison presence.

  • Attach supporting documents like updated audited financial statements of the liaison for those years, and any notable achievements (like “arranged X number of business meetings, facilitated parent’s participation in trade fair, etc.”).

  • The authorities will review and if satisfied, issue a renewal approval letter extending the liaison office’s validity. The extension could be for another similar period (e.g., another 2 or 3 years) or sometimes shorter, depending on the nature of work.

  • After receiving renewal, you may need to update the Office of Company Registrar as well by submitting a copy of the renewal letter so they know the liaison’s operation period is extended.

• Frequency of Renewal: There isn’t a strict limit on how many times you can renew a liaison office. It largely depends on the justification. Some foreign companies keep liaison offices for extended periods if they have a continuous stream of coordination tasks (for instance, foreign NGOs might have liaison offices to coordinate with government on grants – although NGOs often have separate registration processes – or a multinational might keep a rep office just to oversee local franchise operations indefinitely). As long as each renewal proves that a non-commercial presence is still warranted, renewals are usually granted.

• Failure to Renew: If a liaison office’s term expires and is not renewed, legally the office should cease operations. Continuing to operate without renewal would put the foreign company in violation of company and possibly immigration laws (if staff remain). The OCR could strike off the registration and the company might face trouble opening a new one later. Therefore, timely renewal is crucial. Mark the expiry date in your calendar and start the process early.

Renewal of Branch Office:

• Branch offices, once established, do not usually have a set expiry in their approval. The approval to establish a branch via DoI is generally one-time (with the understanding that the branch will operate continually). So in many cases, there’s no periodic renewal of the branch registration per se. However, two considerations:

  • If the branch was set up to execute a specific project or contract, effectively the branch’s life is tied to that project. Once the project is completed, the company may decide to close the branch. If the branch wants to take on new projects beyond what was originally approved, it may need to inform or seek additional approval from DoI, especially if it involves bringing additional capital or venturing into a new line of business.

  • Some sector licenses for branches require renewal. For example, a foreign bank branch license might require renewal from NRB periodically, or a construction business license might be yearly. These are not renewal of the branch itself, but of the operating license in that sector.

• So, in practice, branch offices don’t have an expiry date as long as the parent company exists and they continue meeting compliance. They just need to continue annual filings. If a branch significantly expands or changes scope, they might need an amended approval from DoI (for instance, if you initially said the branch would invest NPR 10 million but now you want to invest an additional NPR 50 million into new ventures, you should notify DoI and possibly update the approval).

Closure (Winding-Up) of a Liaison Office:

• When a foreign company no longer needs its liaison office (maybe it has finished its market research or decided not to pursue business in Nepal), it should formally close the office.

• The steps include:

  1. Decision and Notification: The parent company should pass a board resolution to close the liaison office in Nepal. Notify the Department of Industry that you intend to terminate the liaison operations.

  2. Settle Liabilities: Ensure all local liabilities are settled. This means paying the last salaries, rent, vendor bills, etc. If you had employees, issue them proper termination notices and pay any due gratuities or leave encashments per Nepali labor law. Cancel utilities and other recurring services.

  3. Tax Clearance: Obtain a tax clearance from the Inland Revenue Office. File a final tax return (even if nil income) up to the closure date and clear any pending taxes (for example, final withholding payments).

  4. Repatriate Remaining Funds: If the liaison has money left in its bank account that came as remittances from the parent and is unused, apply to NRB for approval to repatriate those funds back to the parent company’s account. You will need to show that those funds were originally brought in as operational funds and are surplus. NRB, upon seeing tax clearance and closure intent, generally allows the repatriation of the remaining balance.

  5. Application to OCR for Deregistration: Submit an application to the Office of the Company Registrar to cancel the registration of the liaison office. Attach the board resolution, tax clearance certificate, and a declaration that all liabilities have been settled and no business was conducted. Also attach proof of the DoI’s knowledge/approval of closure if available.

  6. Public Notice (if required): Sometimes, as a formality, companies publish a notice in a national newspaper about the closure of their liaison/branch, asking if anyone has claims against it to come forward by a certain date. This is more common for liquidation of companies, but as a precaution a foreign company might do it for a branch/liaison closure too. Check with legal counsel if this is necessary in your case.

  7. Cancellation Approval: The OCR will review and if everything is in order, they will remove the foreign company’s liaison office from the registry and issue a formal cancellation note. At this point, the liaison office ceases to exist legally in Nepal. The foreign company should then close its bank account in Nepal and can repatriate any final funds as per NRB approval.

• Proper closure is important. If a foreign company simply abandons a liaison office (stops operating but doesn’t deregister), it may face complications later (like if it ever wants to return to Nepal, the old records might show an active but non-compliant liaison which could raise questions). It’s always better to formally close the chapter.

Closure (Winding-Up) of a Branch Office:

• Closing a branch office is somewhat more involved than a liaison because business activities and assets may be involved. The process is akin to winding up a company’s operations:

  1. Board Resolution: The foreign parent’s board should resolve to close the Nepal branch office.

  2. Settle Business Affairs: Complete or terminate ongoing contracts in Nepal. Notify clients or partners about the closure in advance so that obligations can be wrapped up. If the branch has any outstanding receivables, attempt to collect them, and settle all payables (supplier bills, leases, etc.). Essentially, bring the branch’s balance sheet to as much of a nil state as possible: no debts owed to or by the branch.

  3. Employee Matters: If the branch employed staff, formally terminate or relocate them. Follow Nepali labor law in issuing notice and providing any required severance or benefits. Obtain “No Objection” or receipt confirmations from employees that they have received all dues (this is useful to avoid later claims).

  4. Asset Disposal: If the branch owns physical assets (vehicles, equipment, inventory), decide what to do with them. Options include selling them in Nepal (and then the proceeds would be part of the final assets to repatriate or pay off liabilities) or transferring them to another entity (like maybe to a local partner or to your new subsidiary if one exists, at market value with invoices). For any sales, proper VAT and tax must be accounted for.

  5. Tax Clearance: Prepare final accounts for the branch up to the cessation date. Have them audited if required (if closure doesn’t coincide exactly with year-end, you might need a special audit for the partial year or at least a closing audit). File a final tax return with the IRD declaring cessation of business. Pay any remaining taxes (e.g., taxes on any asset sales, any business profit up to closure date). Obtain a tax clearance certificate that clearly states the branch has no tax liabilities pending. This step is crucial – NRB and OCR will not approve closure without tax clearance.

  6. Repatriation of Funds: Calculate the final amount of money that needs to go back to the parent company. This could be accumulated profits that were retained, proceeds from asset liquidation, etc. Apply to Nepal Rastra Bank for approval to remit these funds. You’ll provide documentation including tax clearance, audited closing financial statements, and board resolution. NRB will ensure that the amount to be repatriated does not exceed what is legitimately available after all liabilities and taxes (they basically ensure you’re not taking out any money that should have been paid as tax or to creditors).

  7. Application to OCR for Cancellation: Submit an application for cancellation of the foreign company branch registration at the OCR. This will include:

     • A copy of the parent company’s resolution to close the branch.

     • The tax clearance certificate (this is heavily emphasized).

     • Evidence that no liabilities remain (sometimes a liquidator or auditor’s confirmation that “all creditors have been paid” is attached; or a nil liabilities statement in the audit report).

     • Proof of NRB’s in-principle approval to remit remaining funds (if already obtained).

     • Any sectoral regulator’s no objection to the closure if applicable (for instance, if it was a bank branch, NRB as a regulator must okay that the bank is winding up operations).

  8. Regulatory Check and Approval: The OCR, possibly in consultation with the DoI, will verify these documents. Once satisfied, they will issue an order canceling the registration of the branch office in Nepal under the Companies Act. They may also require you to publish a notice in newspapers about the branch closure (to invite any claimants – again, a precautionary measure).

  9. Final NRB Transaction: With OCR and tax clearance, execute the final remittance of funds through the bank. Close the branch’s bank accounts after that.

  10. Document Retention: Keep all closure documents, certificates, and correspondence safely. These may be needed to prove in the home country that the branch was officially closed, or in case any issue arises later (like a forgotten creditor emerges – though unlikely if due process was followed).

• Timeframe for Closure: Winding up a branch can take a few months to complete thoroughly. Obtaining clearances and approvals is the lengthiest part. It’s advisable to plan the closure well in advance of the desired date (e.g., decide 6 months ahead to start winding down).

• After Closure: After deregistration, the foreign company no longer has a legal presence in Nepal. If, in the future, it wants to re-enter, it would start fresh with a new registration. So ensure the closure is indeed what you want (usually it is when the business purpose is over or if converting to a different structure).

In summary, renewing and closing foreign offices in Nepal involve as much diligence as setting them up:

• Keep track of approval durations for liaison offices and renew them timely as needed.

• For branch offices, maintain good standing so that if you need to exit, the process is smooth.

• When closing, comply with all steps to avoid leaving any loose ends. This formal exit will protect your company’s reputation and ensure no legal repercussions later.

Many companies enlist professional help during closure to handle paperwork and coordination with government offices. Digital Consulting Ventures, for instance, can assist in managing renewals, compliance, and end-to-end closure processes so that foreign investors can exit Nepal without complications when the time comes.

Frequently Asked Questions (FAQ)

Q: What is the difference between a liaison office and a branch office in Nepal?
A: A liaison office is a representative office that cannot engage in any income-generating activities. It’s limited to networking, research, and coordination roles on behalf of the foreign company. A branch office, on the other hand, is an extension of the foreign company that can conduct business in Nepal – it can enter contracts, execute projects, and earn revenue just like a local business (subject to regulations). Essentially, a liaison office is for presence without business, while a branch office is for doing business without creating a separate company. Liaison offices have lighter compliance and no taxation on profits, whereas branch offices face the full spectrum of business taxes and reporting obligations.

Q: Do I need a local partner or shareholder to open a branch or liaison office in Nepal?
A: No. Nepal allows 100% foreign ownership for branch offices and liaison offices. In fact, by their nature, a branch or liaison is wholly owned by the foreign parent company (they are not separate entities that would have local shareholding). You do need to appoint a local authorized representative (a person resident in Nepal) for receiving official communications, but that person doesn’t hold equity – it’s just a contact person role. However, note that certain sectors might require a joint venture or local participation as per industry-specific laws (for example, consulting services had a 51% foreign ownership cap in some cases, but that is for incorporated companies, not branch). Generally, for a branch office in permitted sectors and a liaison office, no Nepali ownership is required.

Q: How fast can I set up a liaison office versus a branch office?
A: A liaison office is typically faster to set up because the approval requirements are simpler. Many liaison offices in Nepal can be established within 2 to 4 weeks once documentation is ready – mainly because it often just involves Company Registrar registration (and possibly a quick DoI nod). A branch office takes longer, roughly 1 to 2 months (or more, depending on approvals). Branch setup involves detailed scrutiny by the Department of Industry and fulfilling the foreign investment conditions, which adds to the timeline. So if speed is crucial and you don’t immediately need to engage in commerce, a liaison office would be the quicker interim option.

Q: What taxes does a branch office have to pay in Nepal?
A: A branch office is subject to Nepal’s standard business taxes. This includes corporate income tax (currently 25% on net profits for most businesses), VAT (13% on sale of goods/services, if the branch’s activities are within scope and it exceeds the turnover threshold), and various withholding taxes (for example, 15% tax on royalties or technical fees paid abroad, 5% on interest paid to foreign entities, etc., as applicable). The branch must file annual tax returns and pay taxes just like a Nepali company. Additionally, when repatriating profits to the parent company, the branch must ensure all taxes are paid; there is no extra remittance tax, but NRB approval is required for the remittance. Branch employees are subject to income tax on salaries, and the branch must deduct and remit those as well.

Q: Does a liaison office have to pay any taxes at all?
A: While a liaison office doesn’t pay corporate income tax (since it has no taxable income), it isn’t entirely outside the tax system. It must:

• Withhold taxes on payments like salaries to employees (income tax withholding) and rent (typically a 10% withholding to the tax office), and deposit those with the government.

• Pay applicable taxes included in services it consumes (for instance, if it purchases consulting services locally, it might have to withhold tax on that payment if required by law).

• File annual tax returns reporting its expenditures and showing that it did not earn any income. Usually, these returns will show “nil” profit and list the taxes that were withheld and paid on expenses.
  In short, liaison offices pay no profit tax but do fulfill tax obligations related to their expenses and operations.

Q: Can a liaison office be converted into a branch office or a fully operational company?
A: Yes. A liaison office can transition into a branch office or a subsidiary company, but it’s not an automatic conversion – it involves a process. If converting to a branch office, the foreign company would need to apply to the Department of Industry (DoI) for approval to start commercial operations, essentially upgrading the liaison to branch status (with a full business plan and meeting any capital requirements). Once approved, the company would register the branch with OCR and then close the liaison registration. If converting to a subsidiary (Nepalese company), the foreign investor would incorporate a new company in Nepal (obtaining FDI approval and bringing in share capital) and then wind up the liaison. The liaison office’s staff and assets can be transferred to the new company. This sequence is effectively what we described in the conversion section. Many businesses start as liaison and then “upgrade” by setting up a subsidiary when they’re ready to operate commercially.

Q: How long can a liaison office operate in Nepal? Is there a maximum duration?
A: There’s no explicit statutory maximum like “a liaison office can only operate for 5 years” in Nepali law. However, each approval for a liaison office comes with a defined validity period (commonly a few years). You can keep renewing those approvals repeatedly, so in practice a liaison office can continue as long as it’s fulfilling a purpose and gets renewed. That said, authorities might question a liaison office that continues indefinitely without progress toward actual investment – especially if the country’s policy climate expects foreign investors to eventually move to trading or manufacturing. If a liaison office is renewed multiple times, you should have clear reasons (e.g., your industry requires long research periods, or the liaison is only ever meant to be a representative outpost). Some foreign companies maintain liaison offices for decades because their core business doesn’t involve selling in Nepal but just coordination (for example, a foreign government tourism board might have a liaison office that just promotes tourism to their country, which is ongoing). So duration can be long-term with renewals, but expect periodic reviews at each renewal.

Q: Are there any restrictions on the types of business a branch office can do in Nepal?
A: A branch office can only engage in business activities that the foreign parent company’s objectives cover and that are legal and permitted for foreign investment in Nepal. Restrictions:

• Nepal’s Foreign Investment policy lists some sectors where foreign investment is not allowed or limited. For example, small retail trade, real estate trading, and arms/ammunition business are either forbidden or need special permission. A branch would not be approved for those sectors either.

• Certain services like management consulting are allowed but had ownership caps (like 51% foreign ownership allowed). For a branch, since it’s 100% foreign by nature, authorities might instead encourage a JV or subsidiary in those cases. In recent years, Nepal has been liberalizing many sectors, but it’s wise to check the latest Negative List in FITTA.

• If a sector is open but regulated (banking, insurance, media, etc.), the branch must get the appropriate license. E.g., a foreign bank can’t just open a branch by OCR registration alone; it must get a license under the Bank and Financial Institution Act through NRB. Similarly for insurance via the Insurance Board.

• Branches are also typically not used for manufacturing operations. If a foreign company wants to set up a factory in Nepal, usually they incorporate a local company (since manufacturing often involves local share capital, land ownership issues, etc.). Branches are more common in service or contract-based industries.
  In summary, branches can operate in most sectors open to FDI, but must follow any sector-specific rules. Always verify if your intended business activity has any foreign investment restrictions.

Q: What are the annual costs of maintaining a branch or liaison office (compliance costs)?
A: The costs include:

• Professional Fees: For accounting, auditing, and legal compliance. A liaison might pay for an auditor annually (fees could be a few hundred to a thousand USD depending on workload). A branch will incur audit fees, tax advisor fees, and possibly company secretarial service fees annually – this could be a couple thousand USD or more, varying with business size.

• Government Fees: Both branch and liaison pay annual renewal fees to OCR (which are usually nominal, or included in initial fees). If the liaison renews its license through DoI, there might be a small fee for renewal processing. Branches don’t have an OCR annual fee except the one-time at registration, but if late in filing returns, fines could apply.

• Taxes: For a branch, obviously taxes are a major cost (though it’s business expense). Liaison’s tax costs are minimal (just withholdings on expenses).

• Operational Overheads for compliance: e.g., time of staff or hiring a compliance officer.

• Social Security Contributions: If you have employees, the employer contributes 20% of their basic salary to the Social Security Fund (this applies to both branch and liaison if they have staff; effectively part of payroll costs).

Roughly, maintaining a liaison office is cheaper – you might budget a few thousand dollars a year for an auditor and some filings, aside from the office’s running costs. For a branch, compliance might cost more, perhaps on the order of $5,000–$10,000 a year in professional and administrative fees (depending on complexity), again excluding any taxes on profit which are separate. Each company’s situation will differ, but it’s important to budget for these non-core expenses.

Q: How does Digital Consulting Ventures assist in opening liaison or branch offices in Nepal?
A: Digital Consulting Ventures (DCV) provides end-to-end support for foreign companies entering Nepal. This includes:

• Advisory on Structure Selection: Helping you decide whether a liaison office or branch office (or even a subsidiary company) best suits your needs, by comparing their implications on legal status, taxation, and operational flexibility in your specific industry.

• Regulatory Navigation: DCV will prepare and file all necessary applications with Nepali authorities (Department of Industry, Company Registrar, Nepal Rastra Bank, etc.), ensuring that documentation is complete and in compliance with local requirements. Essentially, they act as your local liaison in dealing with government paperwork.

• Document Preparation: Assistance with drafting board resolutions, power of attorney, and getting documents notarized and translated properly. They ensure the foreign documents meet Nepali legal standards.

• Incorporation and Registration: Whether it’s registering the liaison/branch with OCR or incorporating a new company, DCV handles the process and obtains the registration certificates on your behalf.

• Post-Registration Setup: They can help with PAN/VAT registration, opening bank accounts, and setting up accounting systems. DCV has local experts familiar with tax office and bank procedures.

• Compliance and Ongoing Support: After setup, DCV can continue to support your liaison or branch with bookkeeping, tax filings, payroll management, and compliance monitoring. This is extremely useful if you don’t have a full administrative team in Nepal.

• Conversion and Expansion: If you later want to convert a liaison to a branch or branch to a subsidiary, DCV will chart out the steps and execute them for you. They can also facilitate any needed approvals from Investment Board or other bodies if you scale up.

• Closing Offices: In the event you need to wind down operations, DCV can manage the closure process, ensuring all legal formalities (tax clearance, deregistration) are properly handled so you can exit without legacy issues.

In essence, Digital Consulting Ventures acts as a one-stop partner for doing business in Nepal, making the journey smoother for foreign investors who may not be familiar with the local bureaucracy. They provide local knowledge, handle interactions with government offices, and keep you informed of compliance duties, allowing you to focus on your core business. Many foreign companies have successfully established their Nepal presence with DCV’s assistance, reducing risk and saving time.

Q: If our foreign company already has a subsidiary in Nepal, can we still open a branch or liaison separately?
A: Yes, it’s possible. Having a subsidiary doesn’t prevent the parent company from also having a branch or liaison for a different purpose. For example, a large multinational might have a trading subsidiary and also maintain a liaison office for a different division of the company. However, you should have a clear rationale and ensure the entities are distinguished in their functions. Regulatory bodies will scrutinize such arrangements to ensure they’re not being used to circumvent rules (e.g., using a liaison to support the subsidiary’s commercial work, which would be a no-no). If a subsidiary exists, most often the parent would use that for all operations rather than open a branch. But it’s legally permissible to have multiple presence types. Coordination with authorities is key so that reporting and obligations for each are met separately. In most cases, companies find it efficient to consolidate into one entity unless there’s a strategic reason to separate them.

Conclusion

Opening a liaison or branch office in Nepal is a strategic way for foreign companies to establish a foothold in one of Asia’s rapidly growing markets. Liaison offices offer a low-commitment route – ideal for market exploration and relationship building without immediate commercial risk – whereas branch offices allow direct commercial engagement under the umbrella of the foreign corporation. Each comes with its distinct set of responsibilities: from lighter reporting and tax-exempt status of liaison offices to the heavier compliance and taxation duties of branch offices.

In this guide, we explored the full journey for both structures – from initial comparison, through registration procedures with Nepal Rastra Bank, Department of Industry, and the Company Registrar, to ongoing compliance, and even how to gracefully exit or expand into a full subsidiary. Real-world examples illustrate that with proper planning, foreign companies have successfully navigated these processes (for instance, moving from a simple representative office to a fully operational local company as business prospects in Nepal materialized).

Nepal actively welcomes foreign investment and has made strides in streamlining procedures (the introduction of FITTA 2019 and one-stop service centers is evidence of that). However, bureaucratic nuances still exist. That’s why partnering with experienced local advisors – such as Digital Consulting Ventures – can be invaluable. They specialize in guiding foreign investors through each step, ensuring compliance with Nepal’s legal framework, be it selecting the right office model or handling tax and accounting matters. With professional support, establishing a liaison or branch in Nepal can be a smooth process, allowing you to focus on strategic decisions rather than paperwork.

Nepal’s market holds promise in sectors like tourism, energy, technology, and infrastructure. By choosing the appropriate structure for your Nepal entry (liaison vs branch) and following the guidelines laid out in this article, you can secure a compliant and effective presence in Nepal. As you embark on this journey, remember that thorough preparation, respect for local regulations, and timely compliance are the keys to success. With those in hand, your foreign company can confidently leverage Nepal’s opportunities and contribute to its economic growth while reaping benefits.

Sources

• Companies Act, 2006 (Nepal) – provisions on foreign company branch/liaison registration and operation

• Foreign Investment and Technology Transfer Act, 2019 (Nepal) – governing approvals for branch offices and foreign investment conditions

• Income Tax Act, 2002 (Nepal) – tax obligations for entities including branch offices and provisions for withholding and repatriation

• Nepal Rastra Bank Circulars on Foreign Exchange – guidelines for profit repatriation and inward remittances for foreign companies

• Department of Industry, Government of Nepal – official procedures and requirements for foreign company registrations and liaisons