How to Register a Company in Nepal as a Foreigner or NRN

If you are researching how to register a company in Nepal as a foreigner or Non-Resident Nepali (NRN), you are not alone. Nepal has become an increasingly attractive destination for foreign direct investment due to its growing workforce, competitive operating costs, and strategic access to South Asia.

This guide is written specifically for foreign companies, overseas founders, and NRNs who want a clear, legally accurate, and practical roadmap. It reflects real regulatory practice, not theory. By the end, you will understand the exact process, documents, approvals, timelines, and compliance obligations involved.

Why Foreigners and NRNs Are Registering Companies in Nepal

Foreign investment into Nepal has accelerated over the last decade. According to official data published by Nepal’s investment authorities, hundreds of foreign-owned companies are approved every year across IT, services, energy, manufacturing, and trading.

Key reasons include:

• Cost-efficient skilled workforce
• English-speaking professionals
• Favourable FDI policy under FITTA
• Access to South Asian markets
• Growing outsourcing and tech ecosystem

For NRNs, company registration also provides a formal structure to invest, repatriate profits, and operate legally inside Nepal.

Can a Foreigner or NRN Register a Company in Nepal?

Yes. Foreigners and NRNs are legally allowed to register companies in Nepal, provided the investment complies with foreign investment regulations.

Under Nepalese law, foreigners cannot operate as sole proprietors. They must register a company with foreign direct investment approval.

The most common structure is:

• Private Limited Company with FDI

Types of Companies Foreigners Can Register in Nepal

1. Private Limited Company (Most Common)

This is the preferred structure for foreign investors.

• Minimum shareholders: 1
• Maximum shareholders: 101
• Limited liability
• Fully foreign-owned allowed (sector-dependent)

2. Public Limited Company

Used mainly for large infrastructure or regulated sectors.

• Minimum shareholders: 7
• Higher capital and compliance requirements

3. Branch or Liaison Office

Used by foreign parent companies.

• No separate legal personality
• Restricted activities
• Cannot generate local revenue (liaison)

Sectors Open to Foreign Investment in Nepal

Foreign investment is allowed in most sectors, except those listed in the negative list under Nepal’s industrial and FDI laws.

Common permitted sectors include:

• Information technology and software
• Business process outsourcing
• Consulting and professional services
• Manufacturing
• Energy and hydropower
• Tourism and hospitality

Restricted sectors typically include small retail trading, personal services, and cottage industries.

Minimum Capital Requirement for Foreigners and NRNs

As of current regulations, the minimum foreign investment threshold is NPR 20 million per foreign investor.

This capital must be:

• Approved by the investment authority
• Brought into Nepal through banking channels
• Recorded with Nepal Rastra Bank

NRNs investing under foreign status are subject to the same threshold.

Step-by-Step: How to Register a Company in Nepal as a Foreigner

Step 1: Name Reservation

Company name approval is obtained from the Office of Company Registrar.

• Name must be unique
• Cannot conflict with existing companies
• Online application via OCR portal

Step 2: Foreign Investment Approval

Foreigners must obtain FDI approval before company incorporation.

Approval authority depends on investment size:

• Department of Industry
• Investment Board Nepal

Documents typically include:

• Project profile
• Shareholding structure
• Passport and incorporation documents
• Source of funds declaration

Step 3: Company Incorporation with OCR

Once FDI approval is granted:

• Memorandum of Association filed
• Articles of Association filed
• Shareholding registered
• Company certificate issued

Step 4: Capital Inflow and NRB Approval

Foreign capital must be remitted into Nepal.

• Funds sent through approved bank
• Capital inflow reported to Nepal Rastra Bank
• FDI registration number issued

Step 5: Tax and Operational Registrations

After incorporation:

• Permanent Account Number (PAN)
• VAT registration (if applicable)
• Local ward registration
• Bank account activation

Documents Required to Register a Company in Nepal (Foreigners)

You will need the following:

• Passport copies of foreign shareholders
• Recent photographs
• Company profile or CV
• Board resolution (if corporate investor)
• Certificate of incorporation (foreign company)
• Power of attorney (if represented locally)
• Project report and investment plan

All foreign documents must be notarised and apostilled or consularised.

Timeline: How Long Does It Take?

A realistic timeline is:

• Name reservation: 1 to 2 days
• FDI approval: 2 to 4 weeks
• Company registration: 3 to 5 days
• NRB capital approval: 1 to 2 weeks

Total expected timeframe: 4 to 6 weeks

Cost to Register a Company in Nepal as a Foreigner

Below is an indicative comparison.

Actual costs depend on sector, capital size, and structure.

Common Mistakes Foreign Investors Make

Avoid these frequent issues:

• Applying without FDI approval
• Incorrect shareholding structure
• Using restricted business activities
• Delayed capital remittance
• Ignoring post-registration compliance

Early professional guidance saves time and cost.

Post-Registration Compliance Obligations

Once registered, foreign-owned companies must comply with:

• Annual financial audits
• Annual returns filing
• Tax filings and withholding obligations
• Labour law compliance
• FDI reporting to central bank

Non-compliance can lead to fines or operational restrictions.

Taxation for Foreign-Owned Companies in Nepal

Key points:

• Corporate income tax generally applies
• Withholding taxes on dividends and services
• VAT registration if threshold exceeded
• Repatriation permitted after tax clearance

Nepal allows profit repatriation under foreign exchange rules.

Benefits of Registering a Company in Nepal vs Alternatives

Compared to informal arrangements or representative offices:

• Full legal protection
• Ability to hire staff directly
• Access to banking and contracts
• Clear exit and repatriation rights

Company registration is the most secure long-term structure.

How to Register a Company in Nepal Without Being Physically Present

Foreigners do not need to travel to Nepal.

• Power of attorney can be issued
• Entire process handled remotely
• Digital filings accepted
• Bank coordination managed locally

This is common for overseas founders and NRNs.

Frequently Asked Questions (People Also Ask)

Can a foreigner own 100 percent of a company in Nepal?

Yes. Many sectors allow full foreign ownership, subject to FDI approval and sector regulations.

What is the minimum investment to register a company in Nepal?

The current minimum foreign investment requirement is NPR 20 million per investor.

Can NRNs register a company in Nepal?

Yes. NRNs can register companies either as foreign investors or under specific NRN investment schemes.

How long does company registration take in Nepal?

On average, 4 to 6 weeks, depending on FDI approval and capital remittance.

Is profit repatriation allowed for foreign companies?

Yes. Profits can be repatriated after tax compliance and central bank approval.

Final Thoughts: How to Register a Company in Nepal Successfully

Understanding how to register a company in Nepal as a foreigner or NRN is the foundation of a successful market entry. The process is structured, lawful, and investor-friendly when handled correctly. With the right planning, Nepal offers strong long-term opportunities for foreign companies.

Ready to Register Your Company in Nepal?

If you are planning to register a company in Nepal and want a clear, compliant, and stress-free process, speak with specialists who handle foreign investment daily.

Next step: Book a consultation to assess your eligibility, sector, and optimal structure.