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.
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.
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.
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.
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.
This is the core process foreign companies follow when registering a private limited company.
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.
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.
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.
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.
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.
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.
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.
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.
Below is a realistic timeline foreign companies should expect.
| Stage | Estimated Time |
|---|---|
| Name reservation | 1–3 days |
| Document preparation | 5–10 days |
| OCR incorporation | 5–7 days |
| Foreign investment approval | 7–15 days |
| Bank account and capital inflow | 3–7 days |
Typical total timeline: 3 to 5 weeks
Timelines depend heavily on document quality and sector approval.
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.
Foreign companies often compare structures before deciding.
| Structure | Can Trade? | Hire Staff? | Foreign Ownership |
|---|---|---|---|
| Private Limited Company | Yes | Yes | Up to 100 percent |
| Branch Office | Yes | Yes | Parent owned |
| Liaison Office | No | Limited | Parent owned |
| Employer of Record | No | Yes | No entity |
For long-term operations, a Private Limited Company is usually the most flexible option.
Avoiding these issues can save months.
Incorrect object clause wording
Underestimating capital requirements
Poorly notarized foreign documents
Ignoring post-registration compliance
Delaying tax and labor registrations
Professional guidance helps avoid regulatory rework.
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.
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.
Yes. Most service and technology sectors allow full foreign ownership under FITTA 2019, subject to approval.
There is no fixed minimum for most sectors, but authorities may expect reasonable capital based on activity.
No. A local Power of Attorney holder can complete the registration process on your behalf.
Typically three to five weeks for foreign-owned private limited companies.
Yes. Profits can be repatriated after tax compliance and central bank approval.
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.
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.