Cost to Incorporate a Company in Nepal: Full Breakdown of Fees

Planning to incorporate a company in Nepal? Your budget should cover more than the Office of Company Registrar (OCR) fee. You will also deal with ward-level business taxes, documentation, translation, and, for foreign owners, FDI approvals. This guide provides a clear, current breakdown so your finance team can plan confidently. Amounts are in Nepalese Rupees (NPR) with a planning conversion of 1 USD ≈ NPR 141 for illustration. Reconfirm exchange rates on your transaction date.

Executive summary: what you’ll pay (at a glance)

• OCR registration fee: Slab-based by authorized or proposed capital.

• Branch or liaison option: Separate OCR fee schedule for foreign company registrations.

• FDI-specific costs: Refundable deposit at the Department of Industry (DOI), plus central bank steps.

• Post-incorporation costs: PAN/VAT registrations (no government fee), municipal or ward business tax, and rent withholding if you lease space.

• Documentation and professional services: Notarization, translation, and any apostille or legalization done abroad.

What drives your total cost

• Entity type: Private limited, public limited, branch office, or liaison office.

• Authorized capital: OCR charges by fee band. Higher capital means a higher slab.

• FDI status: Foreign ownership adds DOI and central bank steps and timelines.

• Location: Ward business taxes differ by municipality.

• Documentation complexity: Number of documents, translation needs, and any foreign legalization.

Government fee basics: OCR registration slabs (companies)

The Office of Company Registrar sets registration fees by authorized capital. These slabs apply to companies incorporated in Nepal.

Private Limited Company (OCR fee schedule)

Public Limited Company (OCR fee schedule)

Foreign company options: Branch or liaison (contact) office

If you do not form a Nepali company, you may register a branch or a liaison (contact) office of a foreign company.

OCR fees for branch office (by proposed investment)

• Up to NPR 1,00,00,000 → NPR 15,000

• 1–10 crore → NPR 40,000

• 10–20 crore → NPR 70,000

• 20–30 crore → NPR 1,00,000

• 30–40 crore → NPR 1,30,000

• 40–50 crore → NPR 1,60,000

• Above 50 crore → NPR 3,000 per crore

• Investment not disclosed → NPR 1,00,000 (flat)

OCR fee for liaison (contact) office

• NPR 50,000 (flat)

What these options mean for cost and operations

• Branch office: Can generate revenue in Nepal. Subject to tax in Nepal. Requires careful transfer pricing and PE analysis.

• Liaison office: Cannot conduct commercial activity or earn revenue. Use for market research and coordination only.

FDI-only costs and thresholds (for foreign-owned companies)

If your company will have foreign shareholders, add these items to your budget and timeline.

Minimum foreign investment (FITTA 2019)

• Minimum equity per project: NPR 20,000,000 (twenty million).

• Projects below this threshold generally do not get equity FDI approval.

• The threshold does not stop you from forming a Nepali-owned company; it applies to foreign equity.

DOI refundable deposit

• NPR 20,000 refundable deposit at FDI approval issuance.

• Refundable after operations commence and conditions are met.

• No separate recurring DOI fee for standard projects.

Which body approves your FDI?

• Department of Industry (DOI): Handles most FDI approvals under FITTA 2019.

• Investment Board Nepal (IBN): Handles large projects above defined thresholds, or strategic sectors.

• Check your project size and sector to see which route applies.

Central bank compliance (NRB bylaws)

• Foreign Investment and Foreign Loan Management Bylaw 2078 (2021) governs inward remittances, share registration, loans, and repatriation.

• You will record remittances, obtain approval for foreign loans, and meet repatriation conditions.

• No government fee for standard recording steps, but your bank may charge SWIFT or handling fees.

After-incorporation registrations and local taxes

• PAN registration (Inland Revenue): No government fee. This is a mandatory registration.

• VAT registration: No government fee. Required if you meet turnover thresholds or business needs.

• Municipal or ward business tax: Payable annually. The amount varies by local level. Budget NPR 5,000–15,000+ depending on municipality and business scale.

• House rent tax withholding: If you rent an office, the tenant usually withholds 10% of monthly rent as local house rent tax and remits it.

Documentation, translation, and professional services

These are common market-rate items (ranges vary by provider and urgency):

• Notarization: Roughly NPR 500–1,000 per document for standard certifications.

• Certified translation (Nepali ⇄ English): Roughly NPR 300–800 per page for straightforward text.

• Foreign legalization or apostille: Jurisdiction-dependent. Consular notarial services may charge per signature.

• Courier costs: Budget for international shipping if notarized documents originate abroad.

• Advisory and filing support: Depends on scope. Complex FDI structuring requires more hours and senior input.

Cost to incorporate a company in Nepal: two example budgets

The tables below combine official fees and typical local costs. They exclude sector-specific licenses, payroll deposits, or lease deposits.

Example A — Private Limited (Nepal-owned)

Assumptions: Authorized capital NPR 10,000,000 (1 crore). Office in a major municipality. No VAT in year one.

Example B — Private Limited with FDI

Assumptions: Same as Example A, but foreign-owned. Meets the NPR 20 million minimum equity.

Branch vs liaison office: cost and capability comparison

How to incorporate a company in Nepal: cost-aware process (numbered list)

1. Choose the structure. Decide on private limited, public limited, branch, or liaison.

2. Fix authorized capital. Pick a slab that fits year-one needs. Avoid overcapitalizing on day one.

3. Name check and drafting. Reserve the name. Draft MOA and AOA with correct shareholding and objectives.

4. File at OCR. Upload documents, pay the OCR fee, and obtain the incorporation certificate.

5. PAN registration. Apply after incorporation. No government fee.

6. VAT registration. Register if required by turnover or business type.

7. Municipal registrations. Obtain ward or municipal business registration and pay the annual tax.

8. Set up banking. Open NPR accounts and any foreign currency accounts as allowed.

9. FDI only: Obtain DOI approval with the NPR 20,000 refundable deposit. Then complete NRB recording of the capital inflow.

10. Ongoing compliance. Maintain statutory registers, file annual returns, and renew municipal registrations.

Cost-saving tips that do not risk compliance

• Right-size your authorized capital. You can increase it later when needed.

• Batch documentation. Notarize and translate in one go to reduce courier cycles.

• Check ward rates before lease. Ward business taxes and rent withholding rules vary by location.

• Confirm bank fee schedules. SWIFT and handling charges differ across banks.

• Use standard templates. Align MOA/AOA with the Companies Act to avoid refilings.

Common mistakes that add cost

• Underestimating FDI timelines. Central bank and DOI steps add time and courier costs.

• Overcapitalizing early. Higher capital can push you into a higher OCR slab.

• Missing ward registration. Penalties and delays are more expensive than doing it right.

• Skipping certified translation. OCR may reject poor translations.

• Liaison office doing business. That breaches rules and triggers penalties.

Documents you will typically prepare

• For all companies: Proposed name, MOA, AOA, promoter details, address proof, photographs, and signatures.

• For FDI: Foreign shareholder resolution, certificate of incorporation abroad, board resolution, ultimate beneficial ownership details, and bankability documents.

• For branch/liaison: Foreign parent incorporation certificate, board resolution, audited financials, and appointment of local representative.

• Translations and notarizations where documents are not in Nepali or English.

Laws and guidance to reference in internal memos

• Companies Act 2063 (2006): Core company law for incorporation, filings, and corporate governance.

• Foreign Investment and Technology Transfer Act (FITTA) 2019: Governs foreign equity, forms of investment, and repatriation rights.

• Foreign Investment and Foreign Loan Management Bylaw 2078 (2021): Central bank rules for recording FDI and foreign loans.

• OCR fee schedules and gazette notices: Determine current registration fees and any fiscal-year adjustments.

• Inland Revenue procedures: PAN and VAT registrations and relevant compliance.

• Municipal bylaws: Ward business taxes and house rent tax rules.