How to register a company in Nepal is one of the most common questions foreign founders ask when exploring South Asia. Nepal offers low operating costs, a young workforce, and improving digital systems. Yet the legal process can feel unfamiliar if you are not on the ground.
This guide is written specifically for foreign companies, startups, and SMEs. It explains the legal structure, online process, approvals, timelines, costs, and compliance obligations. By the end, you will know exactly how to register a company in Nepal and when to seek professional help.
Nepal is no longer only a tourism-driven economy. Foreign investors are entering tech, consulting, engineering, education, fintech, and outsourcing.
Key advantages include:
Competitive salary and operating costs
English-speaking professional talent
Strategic access to India and China
Gradual digitisation of company registration
100 percent foreign ownership in many sectors
For early-stage startups, Nepal offers a cost-efficient base to test and scale operations.
Choosing the correct legal structure is the foundation of compliance. Most foreign founders choose one of the options below.
This is the most common structure for startups and SMEs.
Key features:
Separate legal entity
Limited liability
Minimum one shareholder
Suitable for trading, services, and technology
Foreigners may own up to 100 percent, subject to sector rules.
A branch is an extension of a foreign parent company.
Best for:
Project-based operations
Market testing
Short- to medium-term presence
Branches cannot carry out unrestricted commercial trading.
A liaison office is strictly non-commercial.
Permitted activities:
Market research
Coordination
Brand presence
It cannot generate revenue in Nepal.
When learning how to register a company in Nepal, it is important to understand the governing laws.
Key legislation includes:
Companies Act 2006
Foreign Investment and Technology Transfer Act 2019
Income Tax Act 2002
Labour Act 2017
Company registration is administered by the Office of the Company Registrar.
The first step in how to register a company in Nepal is reserving a unique company name.
Requirements:
Three alternative names
Name must not be misleading or identical
Online submission through OCR portal
Approval usually takes one to three working days.
You will need:
Memorandum of Association
Articles of Association
Shareholder and director details
Passport copies for foreign shareholders
Power of attorney, if applicable
Accuracy matters. Errors can delay registration.
Documents are uploaded to the OCR system.
The registrar reviews:
Capital structure
Business objectives
Shareholding ratios
Once approved, you receive the Certificate of Incorporation.
If there is foreign ownership, approval is required under FITTA.
Approving authorities may include:
Department of Industry
Investment Board Nepal
Capital thresholds and sectors determine the authority.
A temporary account is opened to deposit share capital.
Foreign remittance must comply with Nepal Rastra Bank regulations.
After incorporation, complete:
PAN registration
VAT registration if applicable
Social Security Fund enrollment
Only after this stage can operations formally begin.
| Stage | Estimated Time |
|---|---|
| Name reservation | 1–3 days |
| OCR approval | 5–10 days |
| FDI approval | 2–6 weeks |
| Tax registration | 1–3 days |
| Bank account activation | 1–2 weeks |
Total: Two to eight weeks, depending on foreign investment complexity.
Costs vary based on capital and structure.
Typical expenses include:
Government registration fees
Legal drafting fees
FDI approval processing
Bank charges
For small startups, initial setup costs are relatively low compared to regional peers.
Understanding how to register a company in Nepal also means knowing what to avoid.
Frequent errors include:
Choosing the wrong legal structure
Incorrect business objectives
Underestimating tax compliance
Delayed capital remittance
Informal employment arrangements
These mistakes can lead to fines or operational delays.
Registration is only the beginning.
Ongoing obligations include:
Annual returns to OCR
Corporate income tax filings
Withholding tax compliance
Social Security Fund contributions
Labour law compliance
Foreign companies must maintain proper records from day one.
| Aspect | DIY Registration | Professional Support |
|---|---|---|
| Speed | Slower | Faster |
| Risk of rejection | High | Low |
| Compliance accuracy | Variable | High |
| Founder time | High | Minimal |
| Long-term risk | Medium to high | Low |
For foreign startups, professional support reduces regulatory friction.
You should consider expert support if:
You have foreign shareholders
Your sector has restrictions
You plan to hire staff quickly
You want end-to-end compliance
Professional advisors align registration, tax, HR, and banking correctly.
This article is based on:
Nepalese legislation and regulatory guidelines
First-hand incorporation experience with foreign clients
Ongoing compliance advisory practice
Information is updated to reflect current procedures and laws.
Understanding how to register a company in Nepal is critical for foreign startups and small businesses. With the right structure, accurate documentation, and regulatory approvals, Nepal can be a cost-efficient and scalable base for regional operations.
If you want a smooth setup without delays, expert guidance can save time, cost, and compliance risk.
Planning to register a company in Nepal?
Speak with a local incorporation specialist to assess structure, approvals, and timelines before you commit capital.
Yes. Many sectors allow full foreign ownership, subject to FITTA and sector-specific restrictions.
There is no universal minimum. Capital depends on sector and foreign investment rules.
The OCR process is online, but approvals and banking still require physical follow-ups.
A local director is not mandatory, but local representation simplifies compliance.
No. Commercial operations must begin only after all approvals are granted.