Registering a company in Nepal is a multi-step procedure involving legal, administrative, and compliance considerations. The Office of the Company Registrar (OCR) is the central authority responsible for issuing Certificates of Incorporation, scrutinising Memorandum and Articles of Association, and ensuring that new businesses meet local regulatory benchmarks. This guide outlines the step-by-step registration process, the required documentation, and key compliance tips to help foreign investors establish a successful presence in Nepal.
Engaging in a thorough feasibility study is vital for any foreign enterprise venturing into Nepal:
This initial groundwork helps shape your company’s operational blueprint and streamlines subsequent registration steps.
Nepali law allows foreign investors to incorporate under various forms, primarily:
Each structure has distinct capital requirements, corporate governance norms, and regulatory obligations. Most foreign enterprises opt for a Private Limited Company due to comparatively simpler compliance mandates.
While the Office of the Company Registrar (OCR) is the main authority for legal registration, other agencies often come into play:
Ensuring coordination with these entities from the outset avoids unnecessary delays.
Tip: It’s best to submit multiple name options in case your first choice is already taken or deemed non-compliant.
These foundational legal documents outline:
For foreign entities, ensure alignment with Nepal’s Companies Act 2006 and Foreign Investment and Technology Transfer Act (FITTA) 2019 if applicable.
Compile and submit the following to the OCR:
The OCR will conduct a thorough review to ensure accuracy and legality.
Nepal’s registration fees depend on your company’s authorised capital. Payment can be made via:
Collect and retain payment vouchers as proof, as you’ll need them during document submission.
Once the OCR validates your documents and fees:
At this point, your company is officially incorporated under Nepali law.
Companies employing local staff must enroll in the Social Security Fund, contributing as per government-issued guidelines.
For foreign-invested companies:
Nepal follows Nepal Financial Reporting Standards (NFRS), closely aligned with IFRS:
Failure to meet statutory deadlines can result in fines or even license revocation.
It generally takes 2–8 weeks, depending on the completeness of your documents, the complexity of your business, and government processing times.
Not necessarily. You can appoint a Power of Attorney holder or authorized representative to handle documentation. However, original IDs or notarized copies may be required.
Under FITTA 2019, the minimum threshold is USD 50,000, although certain industries mandate higher capital obligations.
These registrations are separate processes. Post-incorporation, you must apply to the Inland Revenue Department (IRD) for PAN, followed by VAT if required.
You must comply with Nepal Rastra Bank (NRB) guidelines, which require submitting audited financial statements, tax clearances, and appropriate forms to authorize profit repatriation.
Navigating the registration process at Nepal’s Office of the Company Registrar requires meticulous documentation, an understanding of local legal frameworks, and an awareness of post-incorporation obligations. By diligently following the steps outlined above—and seeking expert guidance when needed—foreign investors can establish a compliant, growth-oriented entity in Nepal.
At Digital Consulting Ventures, our team of legal, accounting, and market specialists guide foreign enterprises through the entire company registration process. From feasibility studies to post-registration compliance, we ensure a seamless experience tailored to your business objectives in Nepal.