How to Register a Company in Nepal Without a Lawyer

If you are researching how to register a company in Nepal without a lawyer, you are not alone. Many foreign founders, startups, and SMEs want a cost-effective way to test the Nepali market before committing to full legal representation.

The good news is that Nepal’s online company registration system allows self-registration in straightforward cases. The less obvious news is where foreign founders usually struggle. This guide explains what you can do yourself, what you should not do alone, and how to stay compliant while saving time and money.

This is the most practical, up-to-date guide written specifically for foreign companies.

Can Foreigners Register a Company in Nepal Without a Lawyer?

Yes, foreigners can register a company in Nepal without a lawyer, provided the structure is simple and documents are prepared correctly.

However, this only applies to company incorporation, not foreign investment approval.

Key distinction:

• Company registration can be done online via the OCR portal.

• Foreign Direct Investment (FDI) approval requires government review and is rarely successful without professional support.

Most foreign founders start with a Nepali Private Limited Company and then proceed to FDI approval.

Legal Framework Governing Company Registration in Nepal

Understanding the law improves approval speed and credibility.

Company incorporation in Nepal is governed by:

• Office of the Company Registrar

• Companies Act 2006

• Foreign Investment and Technology Transfer Act 2019

• Department of Industry

These laws define ownership limits, capital thresholds, and compliance obligations.

How to Register a Company in Nepal Without a Lawyer (Step-by-Step)

This section directly answers how to register a company in Nepal independently.

Step 1: Choose the Right Company Structure

For foreign founders, the most common option is:

• Private Limited Company

Requirements:

• 1–101 shareholders

• Limited liability

• Can be 100 percent foreign-owned (subject to FDI approval)

Avoid sole proprietorships. They are not suitable for foreigners.

Step 2: Reserve Your Company Name Online

Log in to the OCR portal and submit three proposed names.

Rules:

• Must be unique

• Must not resemble existing companies

• Must reflect actual business activity

Approval time: 1–3 working days

Step 3: Draft Memorandum and Articles of Association

You will upload:

• Memorandum of Association (MOA)

• Articles of Association (AOA)

These define:

• Business objectives

• Shareholding structure

• Director powers

Common mistake: copying generic templates that conflict with FDI rules.

Step 4: Upload Shareholder and Director Documents

Prepare clear, scanned documents:

• Passport copies

• Passport-size photos

• Address proof

• Board resolution (for corporate shareholders)

All foreign documents must be:

• Notarised

• Apostilled or consularised

Step 5: Pay Government Registration Fees

Fees depend on authorised capital.

Payment is made online.

Step 6: Receive Certificate of Incorporation

Once approved, OCR issues:

• Certificate of Incorporation

• PAN registration eligibility

Timeline: 5–10 working days if documents are correct.

What You Can Do Without a Lawyer

Foreign founders can safely handle:

• Name reservation

• OCR portal submission

• Basic MOA/AOA uploads

• Government fee payments

These steps are procedural and digitised.

What You Should Not Do Without Expert Help

Certain areas create legal risk if mishandled.

Avoid DIY when dealing with:

• Foreign Direct Investment approval

• Capital repatriation clauses

• Restricted sector classification

• Share transfer structuring

• Tax optimisation and double taxation treaties

These mistakes can delay approvals by months.

Comparison: DIY Registration vs Professional Support

This table reflects real OCR and DOI processing trends.

Typical Timeline for Foreign Company Registration

Numbered overview:

1. Name reservation: 1–3 days

2. Document preparation: 3–7 days

3. OCR approval: 5–10 days

4. PAN registration: 1–2 days

5. Bank account setup: 7–14 days

Total realistic timeline: 3–6 weeks

Costs to Expect When Registering a Company in Nepal

Bullet breakdown:

• OCR registration fee

• Notarisation and apostille

• Translation (if required)

• Bank minimum deposit

• Accounting setup

Budget range: USD 500–1,500 excluding FDI capital.

Common Mistakes Foreigners Make

Avoid these errors:

• Using incorrect business objectives

• Choosing restricted sectors

• Uploading uncertified documents

• Ignoring post-registration compliance

• Assuming incorporation equals FDI approval

Each mistake leads to rejection or regulatory flags.

Compliance After Company Registration

Registration is only the beginning.

You must:

• Register for PAN and VAT if applicable

• Maintain statutory registers

• File annual returns

• Comply with labour and tax laws

Non-compliance leads to penalties and blacklisting.

Is Registering Without a Lawyer Really Worth It?

For simple market entry, yes.

For long-term operations, expert oversight saves cost and time.

Most foreign companies start DIY and later correct structural issues at higher expense.

How This Affects Foreign Companies Specifically

Foreign founders face:

• Extra scrutiny by regulators

• Banking due diligence

• Currency repatriation controls

• Sector-based restrictions

Understanding these early prevents costly restructuring.

FAQ: How to Register a Company in Nepal

Can a foreigner own 100 percent of a Nepali company?

Yes. Subject to sector eligibility and FDI approval under FITTA 2019.

How long does it take to register a company in Nepal?

Company incorporation takes 5–10 working days. Full operational setup takes 3–6 weeks.

Is a lawyer mandatory for company registration?

No. Lawyers are optional for basic incorporation but recommended for FDI and compliance.

Can I register a company in Nepal online?

Yes. The OCR portal supports full online submission and approval.

What is the minimum capital for foreign investment?

Minimum FDI threshold is NPR 20 million, subject to sector rules.

Conclusion

Understanding how to register a company in Nepal without a lawyer empowers foreign founders to enter the market faster. Nepal’s OCR system allows self-registration, but foreign ownership introduces legal complexity.

For simple incorporation, DIY works. For compliant, scalable expansion, expert guidance is a strategic advantage.

Call to Action

If you want a free eligibility assessment or a document checklist tailored to your business, speak with our Nepal expansion specialists today. We help foreign companies register, invest, hire, and operate compliantly in Nepal.