Nepal has digitized key steps. You can reserve a name online. You can submit incorporation forms online. You can get tax accounts with e-filing access. The FDI process has clearer thresholds and simpler document packs. Timelines are improving. Labor costs are competitive. IT and services founders benefit from flexible team building.
Office of the Company Registrar (OCR): Name approval, incorporation, and statutory filings.
Department of Industry (DoI) / One-Stop Service Center (OSSC): FDI approvals within their threshold, investor visas, and facilitation.
Investment Board Nepal (IBN): Large and strategic projects beyond the DoI threshold.
Nepal Rastra Bank (NRB): Investment recording and repatriation oversight.
Inland Revenue Department (IRD): Tax registrations, returns, and compliance.
Keep this map on your desk. It reduces back-and-forth and drafting errors.
Minimum equity FDI: Plan for a defined minimum capital if you invest as equity.
Automatic route: Pre-approval for eligible sectors up to a specified ceiling. The process is online and faster.
Standard route: Use this when you exceed limits or operate outside automatic sectors.
Approving body by size: The DoI approves projects up to its cap. IBN handles larger projects.
Nepal follows an open stance for most industrial activities. Some activities are restricted or closed. Always verify that your objects are not on the negative list. If you plan to sell regulated products, check your sector ministry rules early.
Start with a simple activity description.
Map it to the correct industrial code.
Confirm whether automatic or standard route applies.
Draft your capital plan to match thresholds.
Most foreign entrants choose a Private Limited Company. It is flexible. It has limited liability. It is suitable for services, IT, and light manufacturing. Some firms set up a Branch Office to execute parent contracts. Others open a Liaison Office for market research. Public companies suit capital-intensive or regulated projects.
| Route | Best for | FDI allowed | Typical capital | Liability | Core approvals | Compliance load | Speed |
|---|---|---|---|---|---|---|---|
| Private Limited (subsidiary) | Most startups, SaaS, services, light manufacturing | Yes, subject to sector rules | Capital aligned to FDI minimums | Limited | FDI approval + OCR | Moderate | Fast under automatic route |
| Branch Office | Executing parent contracts in Nepal | Sector-dependent | Funded by parent | Parent liable | FDI approval + OCR (foreign company chapter) | Higher | Medium |
| Liaison Office | Market research and liaison only | No revenue allowed | Minimal | Parent liable | DoI + OCR | Low to moderate | Fast |
| Public Company | Scale, regulated sectors, fundraising | Yes | Higher paid-up norms | Limited | IBN/DoI + OCR | High | Slower |
The workflow below assumes a foreign-owned Private Limited. Adjust steps for branch or liaison structures.
Describe your activity in one sentence. Check if it is permitted. Decide whether you fall under the automatic route or the standard route. Avoid drafting broad objects that trigger extra scrutiny.
Gather passports or corporate certificates. Prepare board resolutions authorizing the investment. Obtain a Financial Credibility Certificate from a regulated bank. Keep notarization and translations current.
Select founding shareholders and percentages. Appoint at least one director. Identify the authorized representative in Nepal. Draft a simple shareholder agreement consistent with the constitutional documents.
Create an account on the OCR portal. Submit name options that follow the naming rules. Add the activity tag if required. Wait for approval, then proceed to filings.
For the automatic route, submit the online pack and await pre-approval. For the standard route, file through the OSSC or the DoI desk. IBN handles large or strategic projects. Keep your activity and financials consistent across forms.
Prepare the Memorandum of Association (MoA) and Articles of Association (AoA). State the registered office, share capital, objects, and governance. Align the MoA objects with the sector you declared for FDI.
Upload approvals, MoA, AoA, IDs, and declarations. Pay government fees. OCR issues a digital Certificate of Incorporation after verification. Download and store it with your corporate records.
Apply for PAN after incorporation. Register for VAT if you cross thresholds or your model requires it. Get e-filing access and set your accounting period.
Open a capital account with a licensed bank. Remit capital through the banking channel. Record the investment with NRB. This step enables future repatriation of dividends and capital gains.
Issue share certificates. Maintain the share register and minutes. File beneficial ownership information where required. Enroll employees in Social Security. Create a compliance calendar for filings.
Name reservation: 1 to 2 business days.
Automatic route FDI: Often processed quickly once documents are clean.
Standard route FDI: 2 to 6 weeks, depending on sector and capital.
OCR incorporation: 3 to 7 business days post-approval.
PAN registration: 1 to 3 days.
VAT registration: Timing varies by office workload.
General rate: 25 percent.
Certain financial and special sectors may have different rates.
Incentives may apply to priority industries, exports, and employment growth.
Standard rate: 13 percent.
Applies to most goods and services.
Consider VAT registration early if you will invoice VAT-registered clients.
Expect withholding on service fees, dividends, and interest.
Review double tax treaty positions where applicable.
Keep documentation for every remittance.
Monthly or quarterly VAT returns.
Quarterly advance tax for CIT.
Annual CIT return with audited financials.
Statutory financial statements and board approvals.
Investor passports or corporate registration papers.
Board resolution authorizing the investment.
Financial Credibility Certificate from a regulated bank.
Draft MoA and AoA.
Proof of registered office or lease.
Power of Attorney for the local signatory.
Sector-specific licenses, if your activity requires them.
Director consent and shareholder declarations.
Specimen signatures and photographs where required.
Compliance undertakings requested by the authority.
Corporate bank accounts and signatories.
Accounting system and e-invoicing readiness.
Payroll setup and Social Security enrollment.
HR manual and employment contracts.
Data protection, IP assignment, and confidentiality templates.
Importer or exporter codes if needed.
Compliance calendar for secretarial and tax filings.
Approvals: FDI approval letter, OCR certificate, and NRB investment record.
Tax: PAN, VAT certificate, and e-filing credentials.
Corporate secretarial: Minute books, share register, and beneficial ownership register.
Employment: Contracts, code of conduct, and Social Security onboarding.
Licensing: Any sector permits required before operations.
Objects on the negative list: Validate before drafting your MoA.
Inconsistent disclosures: Keep the same capital, objects, and addresses across forms.
Missing bank letters: Provide current Financial Credibility Certificates.
Skipping NRB recording: This blocks repatriation later.
Over-broad objects: Write clear, narrow objects that match the real activity.
Outdated notarization or translation: Check validity windows for every document.
Your total cost includes four buckets:
Government fees: Name reservation, incorporation charges, and stamp duties.
Professional fees: Legal drafting, translations, and secretarial services.
Banking and remittance: Transfer charges and foreign exchange costs.
Capital and operations: Registered office, payroll, accounting, and licenses.
Planning tip: Align authorized and paid-up capital with your first 12 months of burn. This reduces early amendments.
Companies Act 2063 (2006).
Foreign Investment and Technology Transfer Act 2019.
Industrial Enterprise Act and related schedules.
Income Tax Act 2058 and Rules.
Value Added Tax Act 2052 and Rules.
NRB Foreign Investment and Foreign Exchange circulars.
DoI and OSSC procedural guidelines and checklists.
Keep PDFs of these laws in your internal drive. Use the latest versions only.
Use the automatic route if eligible. Draft narrow service objects. Plan for export invoices. Consider VAT registration to support input credits. Set up IP assignments and confidentiality with staff and vendors.
Private Limited is preferred. Build a simple service agreement template. Register for VAT if you supply taxable services. Prepare client onboarding and KYC workflows. Document data handling and security policies.
Confirm industrial codes early. Check environmental and municipal permits. Plan for customs registration if you import machinery or inputs. Evaluate export incentives.
A Liaison Office can test demand. It cannot book revenue. Keep activities limited to research and coordination. Convert to a Private Limited when ready to trade.
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One H2 includes the exact phrase “Incorporate a company in Nepal.”
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Synonyms used: “company registration,” “business incorporation,” “FDI approval,” “OCR filing,” “PAN and VAT.”
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Need a one-week sprint from FDI go-ahead to OCR certificate? Request a free eligibility check and document pack. We will map your sector, prepare MoA and AoA, file your FDI and OCR forms, set up PAN and VAT, and brief your team on first-year compliance.
1) Can a foreigner own 100 percent of a Nepali company?
Yes, in most permitted sectors. Some activities are restricted or closed. Always check the negative list before drafting your objects.
2) What is the minimum foreign investment amount?
Plan for a defined minimum when investing as equity. Certain IT investments under the automatic route may have more flexible thresholds.
3) Who approves my FDI application?
The Department of Industry handles projects up to its cap. Investment Board Nepal reviews larger or strategic projects.
4) How long does incorporation take?
Automatic route projects often move quickly once documents are complete. Standard approvals usually take two to six weeks.
5) Can I repatriate profits and capital?
Yes. Record your investment with Nepal Rastra Bank. Complete tax clearances, then proceed with repatriation through a licensed bank.