How to Register an IT Private Limited Company in Nepal

Imagine this. You’ve built an incredible tech product or IT service abroad, maybe software development, cloud infrastructure, or offshore support. You see Nepal’s fast-growing tech scene, the skilled developers, the cost advantage, and the English-speaking workforce.

You decide, let’s set up a branch or subsidiary there. You search online for “Private Limited Company registration in Nepal,” but every site you open confuses you with legal jargon, outdated forms, and contradicting advice.

Some say foreigners can’t fully own an IT company. Others say you can, but only through a joint venture. Then you read something about the Department of Industry, the Office of the Company Registrar, the Nepal Rastra Bank, and realize this isn’t a simple online form.

If that’s you, you’re not alone. Many foreign founders struggle not because the process is impossible, but because the system isn’t clearly explained from a technology business perspective.

So in this guide, we’ll walk you through exactly how to register an IT Private Limited Company in Nepal, covering FDI approvals, licensing, capital requirements, and compliance tailored to the technology sector.

Why IT Companies Are Flourishing in Nepal

Before diving into the legal process, it’s worth understanding why foreign IT companies are choosing Nepal as their next growth base.

Strategic advantages for tech founders:

• A fast-growing pool of developers and engineers familiar with global tools and frameworks.

• The cost of operations is 60–70% lower than in Western markets.

• Bilingual workforce fluent in English and Nepali.

• Access to regional markets — India, Bangladesh, Bhutan, with favorable trade links.

• Improved digital infrastructure, data connectivity, and online payment systems.

Over 6,000 ICT firms are registered in Nepal, with 35% focusing on international software services. The Digital Nepal Framework 2030 and IT Policy 2072 have opened the door for foreign tech entrepreneurs to operate freely through locally registered entities.

Legal Foundations: IT Business Registration in Nepal

Nepal recognizes the Private Limited Company as the most flexible and investor-friendly structure for IT startups and foreign technology firms.

It is governed under the Companies Act 2063 (2006), while foreign investment and technology transfer are regulated under the Foreign Investment and Technology Transfer Act (FITTA) 2019.

Foreigners can own up to 100 percent of an IT Private Limited Company as long as:

• The total investment meets the minimum FDI threshold of NPR 20 million (around USD 150,000).

• The business falls under an open IT category, such as software development, IT outsourcing, data processing, or digital consulting.

• The company obtains approval from the Department of Industry (DOI) and clearance from the Nepal Rastra Bank (NRB) for foreign capital inflow.

Step-by-Step Process to Register an IT Private Limited Company in Nepal

This section outlines the practical process, what to do, when to do it, and what documents to prepare.

Step 1: Draft a Foreign Investment Proposal

Foreign IT investors start by preparing an investment proposal specifying:

• Nature of IT services (software, outsourcing, SaaS, development, data analytics, etc.)

• Proposed capital investment

• Shareholding ratio (foreign vs local)

• Business objectives and estimated employment creation

• Office location and technology infrastructure

This proposal is submitted to the Department of Industry (DOI) for review. Once approved, you receive a Foreign Investment Approval Letter, which is your legal green light to proceed.

Step 2: Reserve a Company Name through the OCR Portal

The Office of the Company Registrar (OCR) manages online name reservations.
Your name must end with “Private Limited” and cannot duplicate an existing company name.

Examples:

• TechBridge Solutions Private Limited

• CloudSync IT Private Limited

• Digital Nexus Private Limited

The OCR usually approves a name within 2–3 business days.

Step 3: Prepare and Notarize Required Documents

All foreign documents must be translated into Nepali and notarized.

Step 4: Submit the Incorporation Application via OCR

After preparing the documents:

1. Upload all forms and notarized documents through the OCR online portal.

2. Submit your MoA, AoA, and application for incorporation.

3. Wait for verification and approval.

4. Receive your official Certificate of Incorporation, typically within 10 working days.

This certificate legally establishes your IT company as a registered entity in Nepal.

Step 5: Register for Tax, Bank, and Local Approvals

Once incorporated, you must:

• Obtain a Permanent Account Number (PAN) and VAT registration from the Inland Revenue Department (IRD).

• Open corporate bank accounts in both local (NPR) and foreign currency.

• Register your business locally at the ward or municipal office.

• Record your foreign investment with Nepal Rastra Bank (NRB) for repatriation eligibility.

• If hiring employees, register with the Social Security Fund (SSF).

Additional Licensing for IT Companies

While general software firms don’t require extra licenses, specific activities do:

Knowing which category your IT business falls under helps prevent future compliance delays.

Intellectual Property and Data Protection in Nepal

A crucial but often ignored aspect for tech founders is protecting intellectual property (IP).
After company registration, you should:

• Register your trademarks and logos at the Department of Industry.

• Copyright your software and digital products.

• Include non-disclosure and IP assignment clauses in employee contracts.

• Follow Nepal’s upcoming Data Protection Framework for data hosting and transfer.

These steps prevent IP theft and secure your product for international clients.

Foreign Employment and Work Permits for IT Companies

If you plan to bring in foreign specialists or managers, you’ll need work permits from the Department of Labor.
You must prove that the required skill isn’t locally available and that your company is registered under a valid FDI.

For local staff, employment terms must follow the Labor Act 2017, and contributions to the Social Security Fund (SSF) must be made monthly.

Taxation Overview for IT Private Limited Companies

Foreign IT firms can also access tax holidays or reduced rates if registered under software export or special economic zone categories.

Comparing IT Private Limited vs Branch Office Setup

For tech investors seeking to scale or employ local developers, the Private Limited model offers stronger control and brand flexibility.

Common Challenges in IT Company Registration

1. Delayed translations or notarization is slowing OCR submission.

2. Ambiguity in FDI scope for hybrid IT-service firms.

3. Slow inter-department coordination between DOI, OCR, and NRB.

4. Overlooking data compliance when exporting client data abroad.

5. Missing foreign capital recording resulting in repatriation delays.

Each challenge is avoidable with early planning and local advisory support.

Building Global IT Teams from Nepal

After registration, the next step for most IT founders is building an offshore or hybrid team.
Many global software and outsourcing firms are hiring full-time engineers, DevOps specialists, and support staff in Nepal while keeping management overseas.

This model offers:

• Direct control over operations

• No middleman or outsourcing broker

• Better IP protection than outsourcing contracts

• Long-term tax benefits and brand recognition

Registering your company legally allows you to own your talent pipeline, not rent it.

10-Step Checklist for IT Company Registration in Nepal

1. Define your business scope and services.

2. Prepare your FDI investment proposal.

3. Obtain approval from DOI or IBN.

4. Reserve your company name through OCR.

5. Draft and notarize the MoA and AoA.

6. Submit incorporation documents through the OCR portal.

7. Obtain PAN, VAT, and local business registration.

8. Record capital inflow with NRB.

9. Secure any sector-specific licenses.

10. Register employees under SSF and begin operations.

FAQ — People Also Ask

1. Can foreigners register an IT Private Limited Company in Nepal?
Yes. Foreigners can own 100 percent of an IT Private Limited Company as long as the business meets FDI approval and capital thresholds.

2. What is the minimum capital for foreign IT investment in Nepal?
The minimum required investment is NPR 20 million, which may include equipment, technology, or cash contributions.

3. How long does IT company registration take?
The process generally takes 4 to 6 weeks, depending on documentation accuracy and approval timelines from DOI and OCR.

4. Is an additional license required for software export?
No separate license is needed, but you must declare exports with the tax office and comply with data transfer rules.

5. Can I hire Nepali developers for international projects?
Yes. Once registered, your company can employ Nepali staff to work for global clients, subject to local labor laws.

Launching a tech company in a new country is both exciting and overwhelming. Regulations, translations, and capital verification, every step can feel like a roadblock. But once you understand the structure, registering an IT Private Limited Company in Nepal becomes a strategic advantage.

At Digital Consulting Ventures (DCV), we don’t just register companies. We help you build operational IT centers that are compliant, efficient, and scalable. From obtaining DOI and NRB approvals to setting up HR, payroll, and accounting systems, our team ensures you start strong and stay compliant.

We’ve assisted global founders from Australia, Singapore, and the UK to establish successful IT entities that employ local teams while serving international clients.

Ready to launch your IT company in Nepal?
Book a free strategy session with DCV today and let our experts handle every step, from incorporation to implementation.