How to Register a Private Limited Company in Nepal

If you are exploring South Asia, understanding how to register a company in Nepal is a strategic first step. Nepal offers competitive labor costs, a young English-speaking workforce, and increasing openness to foreign investment.

For most overseas founders, a Private Limited Company is the preferred entry vehicle. It provides legal protection, operational flexibility, and credibility with banks, regulators, and clients.

This guide explains how to register a company in Nepal from a foreign perspective. It covers legal requirements, timelines, approvals, and post-registration compliance. The goal is clarity, not complexity.

Why Foreign Companies Choose Nepal for Incorporation

Nepal has steadily improved its business environment. Foreign investors are no longer limited to representative offices or liaison structures.

Key drivers include:

• Competitive operating costs compared to India and Southeast Asia

• Growing IT, BPO, fintech, engineering, and services sectors

• Government incentives under the Foreign Investment framework

• Simplified digital filing at the Office of the Company Registrar

For most foreign founders, the Private Limited Company structure strikes the right balance between control and compliance.

What Is a Private Limited Company in Nepal?

A Private Limited Company (Pvt. Ltd.) is a separate legal entity registered under Nepalese company law. It can be fully foreign-owned, subject to sectoral approval.

Key features

• Separate legal personality

• Limited liability for shareholders

• Minimum 1 shareholder and 1 director

• No public share issuance

• Suitable for profit-making activities

Foreign companies use this structure to hire staff, invoice clients, open bank accounts, and repatriate profits.

Legal Framework Governing Company Registration in Nepal

Understanding the regulatory backbone strengthens EEAT and investor confidence.

Company incorporation and foreign investment are governed primarily by:

• Office of the Company Registrar

• Department of Industry

• Nepal Rastra Bank

Key legislation includes:

• Companies Act, 2006

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

• Industrial Enterprises Act, 2020

These laws permit 100 percent foreign ownership in most service and technology sectors.

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

This is the core process foreign companies follow when registering a private limited company.

Step 1: Name Reservation at the Company Registrar

The proposed company name is submitted online to the Office of the Company Registrar.

Guidelines include:

• Name must be unique

• No similarity with existing companies

• No restricted or misleading words

Name approval usually takes one to three working days.

Step 2: Prepare Incorporation Documents

Foreign shareholders must prepare and notarize documents in their home country.

Typical documents include:

• Passport copies of shareholders and directors

• Certificate of incorporation of parent company

• Board resolution approving Nepal investment

• Power of Attorney for local representative

All foreign documents must be notarized and, in some cases, apostilled.

Step 3: Draft Memorandum and Articles of Association

The Memorandum of Association defines the company’s objectives.
The Articles of Association define governance and internal rules.

Both documents must align with:

• Intended business activities

• Foreign investment approvals

• Banking and tax requirements

Errors here often cause delays later.

Step 4: File Incorporation Application with OCR

Once documents are ready, the incorporation application is filed online.

The Office of the Company Registrar reviews:

• Shareholding structure

• Director details

• Capital commitment

• Object clause

Approval typically takes five to seven working days if documents are accurate.

Step 5: Foreign Investment Approval (If Applicable)

If the company has foreign shareholders, approval is required from the Department of Industry.

This approval confirms:

• Sector eligibility

• Investment amount

• Technology or service scope

Processing time is usually seven to fifteen working days.

Step 6: Open Capital Account and Bring in Investment

After approval, a capital account is opened in Nepal.

Foreign investors must:

• Transfer committed capital through formal banking channels

• Obtain inward remittance confirmation

• Report inflow to Nepal Rastra Bank

This step is critical for future profit repatriation.

Step 7: Tax Registration and Local Compliance

The final step involves operational readiness.

This includes:

• Permanent Account Number registration

• VAT registration if applicable

• Enrollment with Social Security Fund

• Local ward office registration

At this stage, the company can legally operate in Nepal.

Documents Required to Register a Private Limited Company in Nepal

Foreign founders should prepare documents early to avoid delays.

Commonly required documents

• Passports of shareholders and directors

• Parent company registration certificate

• Board resolution approving Nepal entity

• Memorandum and Articles of Association

• Lease agreement for registered office

Having documents professionally reviewed significantly reduces rejection risk.

Timeline: How Long Does It Take to Register a Company in Nepal?

Below is a realistic timeline foreign companies should expect.

Typical total timeline: 3 to 5 weeks

Timelines depend heavily on document quality and sector approval.

Cost Breakdown: Registering a Company in Nepal

Costs vary by capital size and foreign ownership.

Typical cost components include:

• Government registration fees

• Legal drafting and filing costs

• Notarization and apostille expenses

• Bank charges

For foreign investors, professional support often saves time and hidden costs.

Private Limited Company vs Other Entry Options in Nepal

Foreign companies often compare structures before deciding.

For long-term operations, a Private Limited Company is usually the most flexible option.

Common Mistakes Foreign Companies Make

Avoiding these issues can save months.

1. Incorrect object clause wording

2. Underestimating capital requirements

3. Poorly notarized foreign documents

4. Ignoring post-registration compliance

5. Delaying tax and labor registrations

Professional guidance helps avoid regulatory rework.

Post-Registration Compliance Obligations

Registering the company is only the beginning.

Foreign-owned companies must comply with:

• Annual returns to OCR

• Tax filings and audits

• Social Security contributions

• Foreign investment reporting

Non-compliance can affect dividend repatriation and future approvals.

How to Register a Company in Nepal Smoothly as a Foreign Investor

To simplify the process:

• Align business activities with permitted sectors

• Prepare documents early and correctly

• Use experienced local advisors

• Plan capital inflow and repatriation upfront

This approach reduces regulatory friction and accelerates market entry.

Frequently Asked Questions (People Also Ask)

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

Yes. Most service and technology sectors allow full foreign ownership under FITTA 2019, subject to approval.

What is the minimum capital requirement?

There is no fixed minimum for most sectors, but authorities may expect reasonable capital based on activity.

Do I need to be physically present in Nepal?

No. A local Power of Attorney holder can complete the registration process on your behalf.

How long does company registration take in Nepal?

Typically three to five weeks for foreign-owned private limited companies.

Can profits be repatriated outside Nepal?

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

Conclusion: How to Register a Company in Nepal with Confidence

Understanding how to register a company in Nepal empowers foreign businesses to expand with clarity and compliance. A Private Limited Company offers the strongest foundation for long-term operations, hiring, and revenue generation.

With the right structure and guidance, Nepal can be a strategic and cost-effective growth destination.

Call to Action

If you are planning to register a private limited company in Nepal, speak with specialists who manage the entire process end to end. From incorporation to compliance, expert support reduces risk and accelerates market entry.