How to register a company in Nepal is one of the most common questions foreign founders and international businesses ask when exploring South Asia. Nepal offers a strategic location between India and China, competitive labor costs, and a growing service and tech ecosystem.
However, company registration in Nepal is highly procedural. Foreign investors must align company law, foreign investment rules, tax registration, and sector approvals. Missing one step can delay market entry by months.
This expert-led guide explains how to register a company in Nepal legally, efficiently, and compliantly. It is written specifically for foreign companies and overseas promoters planning long-term operations.
Nepal is no longer just a tourism or remittance-driven economy. It is increasingly attractive for:
IT and software development
Outsourcing and shared service centers
Manufacturing and light industry
Consulting, engineering, and professional services
Key advantages include:
Competitive salary structures
English-speaking workforce
Government-backed foreign investment framework
Full profit repatriation (subject to compliance)
According to government data, Nepal receives hundreds of approved foreign investment projects each year, especially in IT and services.
Foreign companies must comply with several interlinked laws.
Companies Act 2006
Foreign Investment and Technology Transfer Act 2019
Industrial Enterprises Act 2020
Income Tax Act 2002
Company incorporation is administered by the Office of the Company Registrar.
Foreign investment approval is issued by Department of Industry or IBN, depending on project size.
Choosing the right structure is critical. Most foreign companies choose one of the following.
This is the preferred option for long-term operations.
Minimum 1 shareholder
Can be 100% foreign-owned (sector permitting)
Separate legal entity
Eligible for profit repatriation
Suitable for executing parent-company contracts.
No separate legal personality
Limited permitted activities
Higher compliance scrutiny
Used for market research and coordination only.
Cannot generate revenue
Restricted operational scope
| Criteria | Private Limited | Branch Office | Liaison Office |
|---|---|---|---|
| Separate legal entity | Yes | No | No |
| Revenue generation | Yes | Limited | No |
| 100% foreign ownership | Allowed | Allowed | Allowed |
| Profit repatriation | Yes | Limited | Not applicable |
| Best for | Long-term operations | Contract execution | Market entry |
Expert insight:
For most foreign companies, a Private Limited Company provides the best balance of control, scalability, and compliance.
Here is the legally correct process followed by professionals.
File name application with OCR
Ensure name uniqueness and compliance
Approval usually within 1–2 working days
You must draft:
Memorandum of Association (MOA)
Articles of Association (AOA)
These define your capital, objectives, and governance.
Foreign shareholders must obtain approval under FITTA.
This includes:
Investment amount
Shareholding structure
Business activities
Source of funds
Approval is issued by the Department of Industry or IBN.
Once FDI approval is granted:
Submit MOA and AOA
File shareholder and director details
Receive Certificate of Incorporation
After incorporation:
PAN registration with Inland Revenue
VAT registration (if applicable)
Local ward office registration
Foreign companies must prepare both local and overseas documents.
Passport copies of shareholders and directors
Board resolution from parent company
Power of Attorney (notarized and apostilled)
Proposed MOA and AOA
FDI application forms
Tip: Incomplete or improperly notarized documents are the #1 cause of delays.
Nepal mandates a minimum foreign investment threshold.
Current minimum FDI: NPR 20 million
Capital must be remitted through formal banking channels
Funds must be verified by Nepal Rastra Bank
Capital can be injected in phases, subject to approval.
Timelines vary based on preparedness.
| Stage | Estimated Time |
|---|---|
| Name approval | 1–2 days |
| FDI approval | 2–4 weeks |
| Company incorporation | 2–3 days |
| Tax registrations | 3–5 days |
Total average timeline: 3–6 weeks
Avoid these costly errors.
Choosing the wrong company structure
Underestimating FDI approval timelines
Incorrect business objectives in MOA
Non-compliant fund remittance
Ignoring post-registration obligations
Registering the company is only the beginning.
Foreign companies must comply with:
Annual returns filing
Tax filings and audits
Social Security Fund enrollment
Labor law compliance
Foreign currency reporting
Non-compliance can trigger fines or repatriation restrictions.
Yes, in most permitted sectors.
However:
Some sectors are restricted or capped
Sectoral approvals may apply
Negative list under FITTA must be reviewed
Professional due diligence is essential before investment.
Costs include:
Government registration fees
FDI approval charges
Legal and advisory fees
Notarization and translation costs
Expert range: USD 2,000–5,000 depending on complexity.
Yes. Foreigners can complete company registration using a Power of Attorney. Physical presence is not mandatory.
No. Nepal does not mandate a local director, but a local authorized representative is recommended.
Yes. Profits, dividends, and capital can be repatriated after tax compliance and NRB approval.
A private limited company requires at least one shareholder and one director.
Yes. Nepal is increasingly popular for IT, BPO, and professional outsourcing operations.
Nepal’s company registration process combines company law, FDI policy, tax law, and banking compliance. Each authority works independently.
Legal experts help you:
Choose the correct structure
Avoid regulatory delays
Secure faster approvals
Ensure long-term compliance
Understanding how to register a company in Nepal is essential for foreign companies planning sustainable operations. Nepal offers strong potential, but success depends on compliance, structure, and execution.
With the right legal strategy, foreign businesses can enter Nepal confidently and scale efficiently.
Planning to register a company in Nepal as a foreign investor?
Speak with our Nepal incorporation and FDI specialists today for a compliant, end-to-end setup.