How to register a company in Nepal is one of the most common questions foreign founders ask when exploring South Asia. Nepal offers competitive labour costs, a growing tech and services ecosystem, and government-backed foreign investment protections.
Yet, startup registration can feel complex if you are unfamiliar with Nepali laws, approval authorities, and compliance steps.
This guide gives foreign startups a clear, legally accurate, and practical roadmap. It explains registration, foreign investment approvals, tax, HR, and post-incorporation compliance so you can operate with confidence from day one.
Nepal has quietly become a strategic base for international startups in IT, SaaS, fintech support, engineering, and professional services.
Key drivers include:
Young, English-speaking workforce
Lower operating costs than India or Southeast Asia
Liberalised foreign investment regime
Strong IP and profit repatriation protections
Foreign companies can own 100 percent equity in most service-based sectors.
Understanding the legal foundation is critical before you register.
Startup registration is governed mainly by:
Companies Act, 2006
Foreign Investment and Technology Transfer Act (FITTA), 2019
Income Tax Act, 2002
Labour Act, 2017
Social Security Act, 2018
Regulatory oversight comes from the Office of Company Registrar, Department of Industry, and Nepal Rastra Bank.
Foreign founders usually choose one of the following structures.
This is the preferred structure for startups.
Features:
Separate legal entity
Limited liability
100 percent foreign ownership allowed
Eligible for FDI approval
Suitable for revenue-generating extensions of overseas companies.
Limitations:
Cannot perform activities beyond parent scope
Heavily regulated profit repatriation
Used only for market research or coordination.
Restrictions:
No commercial activity
No local revenue generation
For scalability, funding, and long-term compliance, Private Limited Company is the most flexible and investor-friendly option.
You must reserve a unique company name with the Office of Company Registrar.
Guidelines:
Avoid restricted or sensitive words
Avoid similarity with existing entities
Include “Private Limited” at the end
Approval usually takes one to two working days.
Required documents include:
Memorandum of Association
Articles of Association
Shareholder and director details
Passport copies of foreign shareholders
Board resolution from parent company
Documents are filed electronically and physically.
Once approved, the OCR issues:
Certificate of Incorporation
Company Registration Number
This legally creates your startup in Nepal.
Foreign founders must obtain approval under FITTA 2019.
The approving authority is usually the Department of Industry.
FDI approval includes:
Sector eligibility confirmation
Minimum investment threshold compliance
Investment structure validation
After FDI approval:
Open a local bank account
Inject foreign capital through approved channels
Obtain investment confirmation from the bank
Capital must be routed through Nepal Rastra Bank-approved banks.
You must register with the Inland Revenue Department.
You will receive:
Permanent Account Number (PAN)
VAT registration (if applicable)
Depending on your office location, register with:
Ward office or municipality
Local business tax authority
A realistic timeline for foreign startups is shown below.
| Stage | Average Time |
|---|---|
| Name reservation | 1–2 days |
| OCR incorporation | 3–5 days |
| FDI approval | 2–4 weeks |
| Bank capital injection | 1–2 weeks |
| Tax and local registration | 3–5 days |
Total expected timeline: 4–6 weeks
Costs vary based on capital and sector.
Typical cost components include:
Government registration fees
FDI approval fees
Legal drafting and advisory
Bank compliance charges
There is no statutory minimum capital for most service startups, but regulators expect realistic capitalization.
Startup compliance does not end at incorporation.
Foreign-owned startups must comply with:
Annual company filings
Tax returns and audits
Withholding tax deductions
Labour law compliance
If you hire staff, you must comply with:
Labour contracts under Labour Act 2017
Social Security Fund registration
Leave and termination rules
| Aspect | DIY Registration | Professional Support |
|---|---|---|
| Time | High | Optimised |
| Risk of rejection | Medium to high | Low |
| FDI compliance | Complex | Managed |
| Long-term compliance | Often overlooked | Structured |
| Cost certainty | Unpredictable | Transparent |
For foreign startups, professional support significantly reduces regulatory risk.
Avoid these costly errors:
Injecting capital before FDI approval
Choosing the wrong business structure
Ignoring labour and SSF compliance
Using incorrect shareholder resolutions
Under-capitalising the company
These mistakes delay operations and trigger penalties.
Nepal actively encourages foreign entrepreneurship.
Key incentives include:
100 percent profit repatriation (after tax)
Legal protection for foreign investors
Technology transfer recognition
No local shareholder requirement
Government policy increasingly supports digital and export-oriented startups.
To speed up registration:
Prepare documents upfront
Align capital with business plan
Choose a compliant sector
Use experienced local advisors
Preparation saves weeks.
If you want to hire quickly without entity setup, an EOR model can be a temporary solution.
EOR allows:
Legal employment without incorporation
Payroll and tax compliance
Fast market entry
However, it is not a substitute for long-term operations.
Yes. Most service-based sectors allow 100 percent foreign ownership under FITTA 2019.
Typically four to six weeks, including FDI approval and capital injection.
No. Foreign nationals can act as directors. A local authorised representative is recommended.
There is no fixed statutory minimum for most startups, but authorities assess commercial viability.
Yes. Profits, dividends, and capital can be repatriated after tax and regulatory approvals.
Registering a startup in Nepal is straightforward when done correctly.
If you want clarity on structure, FDI approval, compliance, and timelines, talk to a Nepal-based incorporation specialist before you invest.
Book a consultation today and get a compliant, future-ready setup from day one.
Understanding how to register a company in Nepal is essential for foreign startups entering the market. With the right structure, approvals, and compliance framework, Nepal offers a secure and scalable base for growth.
A compliant start saves time, protects capital, and builds investor confidence.