Planning to incorporate a company in Nepal in 2025? This guide walks you through the online process and name reservation rules step by step. It explains entity choices, FDI approvals, fees, timelines, PAN and VAT, and the first 90-day compliance plan. You will see what to prepare, how to file, and how to avoid common errors.
Key sources of authority you should know by name: the Companies Act 2063, Foreign Investment and Technology Transfer Act 2019, FITTA Rules 2021, Nepal Rastra Bank directives, and Inland Revenue Department guidance. We reference them in plain English below (no links included).
Registration at the Office of the Company Registrar (OCR) via its online system.
Optional foreign investment (FDI) approvals where any foreign shareholding exists.
Tax registrations at the Inland Revenue Department (PAN, and VAT where applicable).
Banking and NRB compliance for capital inflows and repatriation.
Post-incorporation filings, registers, and operational approvals.
Do you plan to invoice in Nepal?
Yes → Subsidiary (Private Limited) or Branch.
No → Liaison/Representative office may fit.
Is there foreign shareholding at any level?
Yes → Secure FDI approval first, then register at OCR.
No → Register directly at OCR, then handle tax IDs.
Are you delivering a specific project under the parent company?
Yes → Consider a Branch.
No → Subsidiary often provides the cleanest path.
| Option | Permitted activities | Can invoice locally | FDI approval needed | When it’s best | Notes |
|---|---|---|---|---|---|
| Private Limited subsidiary | Full local operations | Yes | If any foreign shareholder | Standard choice for most investors | Clean accounting and hiring |
| Branch office | Activities in parent’s approved scope | Yes | If foreign parent | Project-based contracts | Same legal identity as parent |
| Liaison/Rep office | Non-commercial presence only | No | If foreign parent | Market research; PR; coordination | No revenue; expense only |
| Joint Venture company | Full operations with local partner | Yes | If foreign shareholding | Sector access and local know-how | Align JV terms early |
Tip: Choose the smallest structure that satisfies your immediate goals. You can scale or convert later with fewer surprises.
Why it matters: A rejected name can delay everything by weeks. The OCR checks availability, distinctiveness, and compliance with naming standards.
Prepare this before you file:
3–5 name options with distinctive elements.
Short, accurate activity descriptors (English or Nepali).
A one-line objective that matches your MOA scope.
Common rejection triggers:
Government-like or misleading words.
Names too similar to existing companies.
Name and MOA objects that do not match.
Unclear capitalization or missing “Private Limited”.
Practical tips:
Include both English and Nepali transliterations if helpful.
Keep names pronounceable and brandable.
Respond to OCR queries fast to retain priority.
Sequence matters. Handle approvals in the right order to avoid rework.
Assess sector and structure
Confirm that the sector allows FDI. Choose subsidiary, branch, or liaison. Map the shareholding and directors.
Prepare the project note
Describe activities, capital plan, employment plan, and expected foreign currency inflow. Keep it concise and consistent.
FDI approval application
Submit to the competent authority. Standard projects go to the Department of Industry. Large or strategic projects go to Investment Board Nepal. Provide shareholder details, draft objects, and capital structure.
NRB compliance planning
Align banking steps for capital inflow and future repatriation. Prepare the board resolution, capital remittance plan, and supporting documents.
Name reservation at OCR (online)
Create your portal account. File 3–5 names in order of preference with a clean objective line. Track queries and respond promptly.
Draft MOA and AOA
Match the FDI approval scope word for word. Define share capital, objects, registered office, and governance.
OCR incorporation filing
Upload MOA, AOA, director details, FDI approval letter, and standard declarations. Pay the fee online. Keep a PDF of every submission.
Certificate of Incorporation
Once approved, you receive the certificate. Check spelling, objects, and registered office line by line.
Tax registrations (IRD)
Apply for PAN. Decide on VAT registration based on business model and thresholds. Nepal’s standard VAT rate is 13 percent.
Bank account and capital inflow
Open the account. Bring in capital as per the NRB framework. Keep every bank advice and SWIFT trail for repatriation.
Operational registrations
Social Security Fund enrolment, local municipality registrations, labor notices, and any sector approvals.
Name reservation at OCR
MOA/AOA drafting
OCR filing and fee payment
PAN registration
VAT registration if applicable
Open bank account and start operations
For FDI cases
FDI approval letter and conditions, if any.
Board resolution approving the investment.
MOA and AOA aligned to approval scope.
Shareholder and director IDs (passports).
Registered office lease or landlord consent.
Specimen signatures and authorized representative letter.
Evidence for capital inflow planning under NRB rules.
For non-FDI cases
MOA and AOA.
Promoters’ citizenship certificates.
Registered office evidence.
Photos and signatures of directors.
Name reservation: Often a few working days. Faster if names are distinctive.
FDI approvals: Ranges from days to weeks, depending on completeness and project size.
OCR incorporation: Processing after complete filing and fee payment.
PAN and VAT: PAN is usually quick after verification. VAT depends on thresholds and office workload.
Professional fees: Vary by entity type, capital, and document work. Build a contingency buffer.
Planning tip: Prepare documents in parallel. You can save a week or more by drafting MOA/AOA while your name application is under review.
Validate sector openness and any caps.
Choose the entity structure.
Prepare a one-page project note.
Secure FDI approval if foreign shareholding exists.
Reserve the company name online at OCR.
Draft MOA and AOA matching approval scope.
File incorporation at OCR and pay fees.
Obtain PAN and evaluate VAT registration.
Open bank account and bring in capital.
Complete the first 90-day compliance checklist.
PAN obtained and shared with counterparties.
VAT decision made; registration if required.
Accounting software and chart of accounts ready.
Withholding rules briefed to finance team.
SSF enrolment and labor postings completed.
Board and share registers maintained.
NRB evidence file started for all inflows.
Invoice templates compliant with VAT rules.
Audit and return calendars mapped.
Keep a single repository for certificates and approvals.
Tag each capital inflow with the exact approval reference.
Align every invoice and contract with the approved scope.
Document every query response to regulators.
Update beneficial ownership records after any share transfer.
Use a monthly close checklist from day one.
| Your scenario | Recommended path | Why this path | Watch-outs |
|---|---|---|---|
| Market testing without sales | Liaison office | No sales, low commitment | No invoicing allowed |
| Immediate sales and hiring | Subsidiary (Pvt Ltd) | Full commercial rights | VAT readiness and payroll |
| Parent project delivery | Branch office | Fits contract scope | Scope is limited to approval |
| Large or strategic investment | Subsidiary with high-level approvals | Board-level oversight | Longer approval lead time |
Primary keyword appears in the first paragraph, in one H2, in an image alt tag, and in the conclusion.
Synonyms used naturally: company registration in Nepal, Nepal company formation, set up a company in Nepal, Nepal incorporation, FDI approval Nepal, OCR portal, name reservation.
Short sentences and paragraphs for readability.
1) Do I need FDI approval before registering the company?
If any foreign shareholding exists, obtain FDI approval first. Then file incorporation at OCR. This sequence avoids rejection and keeps NRB documentation clean.
2) How long does name reservation take?
It often takes a few working days. Distinctive names move faster. Respond to OCR queries within the stated window to keep your priority.
3) What is the standard VAT rate in Nepal?
The standard VAT rate is 13 percent. Registration depends on your activity type and turnover thresholds. Check early to avoid billing errors.
4) Which authority handles large foreign investments?
Standard projects go to the Department of Industry. Large or strategic projects go to Investment Board Nepal. Confirm the proper route before filing.
5) Can a liaison office issue invoices in Nepal?
No. A liaison or representative office is a non-commercial presence. It cannot generate revenue. It is best for research and coordination.