How to Register a Company in Nepal: Step-by-Step Guide (2026 Edition)

How to register a company in Nepal is one of the most common questions foreign companies ask when exploring South Asia. Nepal offers low operating costs, a young English-speaking workforce, and preferential access to India and China. Yet the registration process can feel opaque if you are unfamiliar with local laws, foreign investment approvals, and post-incorporation compliance.

This 2026 guide breaks the process into clear, practical steps. It reflects current legislation, regulator practices, and real-world timelines. By the end, you will know exactly how to register a company in Nepal as a foreign business, what it costs, and how to avoid costly mistakes.

Why Foreign Companies Choose Nepal

Nepal has quietly become a strategic destination for regional operations, outsourcing hubs, and long-term market entry.

Key drivers include:

• Competitive labour and office costs

• Liberal foreign investment policy under FITTA 2019

• Access to a growing consumer market of 30 million people

• Young, tech-savvy workforce

• Government incentives for priority sectors

Foreign-owned companies are now common in IT services, BPO, consulting, manufacturing, energy, and tourism.

Legal Framework Governing Company Registration in Nepal

Before learning how to register a company in Nepal, it is important to understand the laws that regulate the process.

The main statutes include:

• Companies Act, 2006

• Foreign Investment and Technology Transfer Act (FITTA), 2019

• Industrial Enterprises Act, 2020

• Income Tax Act, 2002

• Labour Act, 2017

• Social Security Act, 2018

Company registration itself is administered by the Office of the Company Registrar (OCR).

Foreign investment approvals are handled by:

• Department of Industry (DOI)

• Nepal Rastra Bank (NRB) for capital repatriation

Types of Companies Foreigners Can Register in Nepal

Foreign companies typically choose one of the following structures.

1. Private Limited Company (FDI Company)

This is the most common structure.

Features:

• Can be 100% foreign-owned in permitted sectors

• Separate legal entity

• Limited liability

• Suitable for operations, hiring staff, and revenue generation

2. Branch Office

A branch is an extension of the foreign parent.

Key points:

• No separate legal personality

• Suitable for short-term or project-based work

• Requires ongoing parent company guarantees

3. Liaison Office

A liaison office is for non-commercial activities only.

Limitations:

• Cannot generate revenue

• Used for market research or coordination

• Strict reporting obligations

For most investors, a private limited company with FDI approval is the preferred route.

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

Below is the practical, end-to-end process foreign companies follow in 2026.

Step 1: Confirm Sector Eligibility for Foreign Investment

Not all sectors are open to foreign ownership.

Restricted or prohibited sectors include:

• Small retail trading

• Certain personal services

• Some traditional cottage industries

Most professional services, IT, manufacturing, and export-oriented businesses are permitted.

This check should always be done first.

Step 2: Reserve the Company Name

You must reserve a unique company name through the OCR portal.

Name guidelines:

• Must not conflict with existing entities

• Must reflect the business objective

• Cannot be misleading or offensive

Name approval usually takes 1–3 working days.

Step 3: Prepare Incorporation Documents

To understand how to register a company in Nepal, documentation is critical.

Typical documents include:

• Memorandum of Association (MOA)

• Articles of Association (AOA)

• Passport copies of foreign shareholders

• Certificate of incorporation of parent company

• Board resolution approving Nepal investment

• Power of attorney in favour of local representative

All foreign documents must be notarised and, in many cases, apostilled or embassy-attested.

Step 4: Apply for Company Registration at OCR

Once documents are ready, the application is submitted to the Office of the Company Registrar.

OCR reviews:

• Shareholding structure

• Capital declaration

• Business objectives

If compliant, the company receives a Certificate of Incorporation.

This step usually takes 5–7 working days.

Step 5: Obtain Foreign Investment Approval

Foreign-owned companies must secure FDI approval under FITTA 2019.

The approval authority depends on investment size:

• Up to NPR 6 billion: Department of Industry

• Above NPR 6 billion: Investment Board Nepal

The approval letter is mandatory before capital injection.

Step 6: Open Bank Account and Inject Capital

After approval:

• A local bank account is opened

• Foreign capital is remitted through formal banking channels

• Nepal Rastra Bank records the inward remittance

This step is essential for future profit repatriation.

Step 7: Tax Registration (PAN and VAT)

Every company must register with the Inland Revenue Department.

Registrations include:

• Permanent Account Number (PAN)

• VAT registration if applicable

PAN is mandatory even if the company is not yet operational.

Step 8: Local Ward and Municipal Registration

Companies must register with the local ward office.

This establishes:

• Physical business presence

• Local compliance jurisdiction

Lease agreements are typically required at this stage.

Step 9: Labour and Social Security Registration

If you plan to hire staff, registration is required with:

• Labour Office

• Social Security Fund (SSF)

Employer and employee contributions are mandatory under Nepalese law.

Step 10: Sector-Specific Licences (If Required)

Certain industries require additional licences, such as:

• IT and telecom

• Manufacturing

• Tourism and hospitality

• Energy and infrastructure

These licences are obtained after incorporation.

Timeline: How Long Does Company Registration Take?

Below is a realistic timeline foreign companies should expect.

Typical total timeline: 4–6 weeks

Cost of Registering a Company in Nepal

Costs vary by capital size and structure.

Typical cost components include:

• Government registration fees

• FDI approval fees

• Legal and professional fees

• Translation and notarisation costs

For budgeting purposes, most foreign companies should expect a total setup cost ranging from USD 2,500 to USD 6,000.

Common Mistakes Foreign Companies Make

Understanding how to register a company in Nepal also means knowing what to avoid.

Common errors include:

• Choosing the wrong entity type

• Under-declaring business objectives

• Missing FDI approval before capital injection

• Ignoring post-incorporation compliance

• Using generic templates not aligned with Nepal law

These mistakes often lead to delays or regulatory penalties.

Post-Incorporation Compliance Obligations

Registration is only the beginning.

Ongoing compliance includes:

• Annual returns to OCR

• Tax filings and audits

• SSF contributions

• Labour law compliance

• Renewal of licences

Non-compliance can result in fines or suspension.

Comparison: DIY vs Professional Registration

For foreign companies, professional support significantly reduces risk.

Why Professional Guidance Matters

Nepal’s company law is document-driven and regulator-centric.

Professional advisors help with:

• Structuring FDI correctly

• Drafting compliant MOA and AOA

• Liaising with regulators

• Ensuring repatriation rights

• Setting up payroll and HR compliance

This is especially important for first-time investors.

Frequently Asked Questions

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

Yes. Foreigners can own 100% equity in permitted sectors under FITTA 2019, subject to approval.

What is the minimum investment required?

The minimum foreign investment threshold is NPR 20 million, unless exempted for certain sectors.

Can profits be repatriated?

Yes. Profits, dividends, and capital can be repatriated through Nepal Rastra Bank channels.

Is a local director required?

No. A local director is not mandatory, but a local representative is required.

Do I need a physical office to register?

Yes. A registered office address in Nepal is mandatory.

Conclusion

Understanding how to register a company in Nepal is essential for foreign businesses planning a compliant and scalable entry. While the process is structured, it involves multiple regulators, approvals, and legal steps. Done correctly, Nepal offers a stable and cost-effective base for regional growth.

If you are considering registration, early professional guidance can save months of delay and future compliance risk.

Call to Action

If you want a clear, regulator-approved pathway to register your company in Nepal, speak with our incorporation and FDI specialists today. We handle everything from approvals to post-setup compliance so you can focus on growth.

Sources and Legal References

• Companies Act, 2006

• Foreign Investment and Technology Transfer Act, 2019

• Industrial Enterprises Act, 2020

• Inland Revenue Department Guidelines

• Office of the Company Registrar, Nepal