--- title: Checklist to Incorporate a Private Limited Company in Nepal description: Step-by-step checklist to incorporate a company in Nepal. 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[Nepal Accounting](https://digitalconsultingventures.com/insights/tag/nepal-accounting) # Checklist to Incorporate a Private Limited Company in Nepal [![Vijay Shrestha](https://digitalconsultingventures.com/hs-fs/hubfs/s%20(2)-1.png?width=48&height=48&name=s%20(2)-1.png)](https://digitalconsultingventures.com/insights/author/vijay-shrestha) [Vijay Shrestha](https://digitalconsultingventures.com/insights/author/vijay-shrestha) Sep 10, 2025 2:31:36 PM 5 min read ![Checklist to incorporate a company in Nepal for a private limited setup](https://digitalconsultingventures.com/hubfs/Untitled%20design%20%289%29.jpg) Many teams ask how to **incorporate a company in Nepal** fast and clean.The answer is a precise checklist and disciplined execution.You follow the rules and file complete documents.You move tax, banking, and HR in parallel.You plan for FDI and foreign exchange if needed.Do this well and you start trading on schedule. --- ## At a glance: what you will complete - Reserve a compliant name and submit formation documents at OCR. - Receive a Certificate of Incorporation. - Get **PAN** and, if needed, register **VAT**. - Open a bank account and inject capital. - Register as an employer with **SSF**. - Align contracts with the **Labour Act 2017**. - If there is foreign ownership, complete **FDI** and **NRB** steps. - Set a simple calendar for filings and audits. --- ## How to **incorporate a company in Nepal** — the 12-step plan ### 1) Name search and reservation Pick a unique name that fits your brand. Add “Private Limited” at the end. Avoid restricted words without approvals. Keep a backup name ready. Reserve the preferred name on the e-services portal. ### 2) Decide promoters, directors, and capital List promoters and directors with IDs or passports. Appoint at least one director. Fix the registered office address in Nepal. Set authorized and issued capital. Match capital to business needs and FDI plans. ### 3) Draft MOA and AOA Draft a clear **Memorandum of Association**. State name, office, objectives, and capital. Draft **Articles of Association**. Define governance, share transfers, and quorum. Include pre-emptive rights and dispute resolution. Anticipate FDI clauses if foreign shareholding exists. ### 4) Prepare supporting documents Collect KYC for all promoters and directors. Collect a proof of office address and landlord consent. Get board resolutions for corporate promoters. Prepare beneficial ownership declarations. Scan documents clearly and label files neatly. ### 5) File incorporation at OCR Complete forms on the portal. Upload MOA, AOA, KYC, and supporting papers. Pay fees and submit the application. Monitor queries and respond quickly. Receive the Certificate of Incorporation. ### 6) Get PAN and check VAT need Apply for **PAN** after incorporation. Register **VAT** if you meet legal thresholds. Register early if you need input tax credits. Set your tax filing frequency on day one. ### 7) Open a bank account and inject capital Open a current account in a Nepalese bank. Deposit paid-up capital as per the MOA. Record share allotment and update the register. Keep deposit slips and bank statements on file. ### 8) Register as an employer with SSF Create your employer account at SSF. Enroll all employees into the schemes. Set payroll cut-off dates and contribution cycles. Keep monthly contribution proofs safe. ### 9) Align with the Labour Act 2017 Issue employment contracts and HR policies. Define working hours and leave entitlements. Set payroll, attendance, and grievance procedures. Maintain personnel files and training records. ### 10) Sector and local registrations Check if your sector needs extra permits. Manufacturing may need industry and environmental clearances. Services often need no extra license beyond tax and OCR. Confirm municipal rules for signage and waste. Document approvals in your data room. ### 11) Foreign investors: secure FDI approval Confirm you meet the minimum FDI threshold. As of September 2025, the threshold is NPR 20 million. Prepare the investment proposal and capital plan. Submit corporate charters and resolutions. Keep promoter bank references and shareholding charts ready. ### 12) Nepal Rastra Bank foreign exchange facilitation Apply for approvals for capital inflow and repatriation. Provide FDI approvals, tax clearances, and audit reports. Record each inflow with bank advice notes. Set a clean pathway for dividends and exit proceeds. --- ## Master checklist (print and tick) - Unique name reserved with “Private Limited” suffix. - MOA and AOA finalized and signed. - IDs or passports of promoters and directors. - Registered office proof and landlord consent. - Corporate resolutions for any corporate promoters. - OCR filing accepted and incorporation certificate issued. - PAN certificate; VAT certificate if applicable. - Bank account open; capital injected and recorded. - SSF employer registration and employee enrollment. - Employment contracts and HR policies in force. - If FDI: approval letter and NRB FX approvals. - Compliance calendar set for board, tax, and payroll. --- ## Original comparison table: Domestic vs FDI private limited | Topic | Domestic Private Limited | FDI-Backed Private Limited | | --- | --- | --- | | Minimum capital | No statutory minimum for locals | Minimum project size NPR 20 million | | Name suffix | “Private Limited” required | “Private Limited” required | | Public offers | Not permitted | Not permitted | | Key authority | OCR | OCR plus FDI authority | | FX rules | Not applicable | NRB approvals for inflow and outflow | | Tax IDs | PAN and possibly VAT | PAN and possibly VAT | | HR | SSF and Labour Act rules | SSF and Labour Act rules | | Extra reports | Standard annual filings | FDI reporting and FX compliance | --- ## Timeline guide | Phase | Owner | Typical duration | Key outputs | | --- | --- | --- | --- | | Name and drafts | Legal | 2–4 business days | MOA, AOA, KYC pack | | OCR filing | Legal | 3–7 business days | Incorporation certificate | | Tax IDs | Finance | 1–3 business days | PAN, VAT (if needed) | | Banking | Finance | 2–5 business days | Account open, capital in | | SSF and HR | HR | 1–3 business days | Employer code, contracts | | FDI and NRB\* | Legal/Finance | 2–6 weeks | FDI approval, FX facility | \*Only for foreign shareholding. --- ## Numbered “do-it-right” setup plan 1. Reserve the name with a backup choice. 2. Finalize MOA and AOA with clear, lawful objects. 3. Build a labeled KYC folder for each promoter. 4. Submit complete OCR forms and pay fees. 5. Answer OCR queries within one business day. 6. Receive the certificate and create registers. 7. Apply PAN and register VAT if required. 8. Open the bank account and inject capital. 9. Register as employer with SSF and enroll staff. 10. Roll out contracts, payroll, and HR policies. 11. For FDI, file the proposal and supporting papers. 12. Obtain NRB FX approvals and log all inflows. --- ## Bulleted list: governance habits that prevent fines - Use board resolutions for every key action. - Keep a minute book and attendance sheets. - Maintain a digital data room for all charters. - Reconcile tax, payroll, and SSF monthly. - Review related-party transactions each quarter. - Run an annual legal and tax health check. --- ## Materials to store in your data room - Certificate of Incorporation and updated AOA. - Share register and share certificates. - PAN and VAT certificates and filings. - SSF employer code and contribution proofs. - Contracts, policies, and training records. - FDI approvals and NRB letters if applicable. - Latest tax clearance and audited financials. --- ## Common mistakes to avoid - Vague MOA objects that block permits later. - Missing landlord consent for the office address. - Late VAT registration that costs input credits. - Hiring before SSF employer registration is active. - Capital inflow without NRB facilitation for FDI. - No board approvals for bank and key appointments. --- ## E-E-A-T reinforcement **Experience and expertise** Our team has completed many cross-border setups in Nepal. We manage legal, tax, HR, and FX workflows end-to-end. **Authoritativeness** We align content to the Companies Act 2063. We use FITTA 2019 for FDI rules. We follow NRB foreign exchange directives. We apply IRD guidelines for PAN and VAT. We apply the Labour Act 2017 for employer duties. **Trust** We use checklists and registers that auditors accept. We flag where the law changes frequently. We note that the FDI minimum is NPR 20 million as of today. Always confirm thresholds before investment execution. --- ## Image guidance **Primary hero image alt text:** Checklist to incorporate a company in Nepal with OCR, PAN, VAT, SSF, and FDI steps. **Secondary image alt text options:** - Nepal private limited incorporation documents: MOA, AOA, and KYC checklist. - FDI process flow in Nepal: approval, capital inflow, and NRB facilitation. - Nepal employer setup: SSF registration and payroll compliance. --- ## Frequently asked questions **1) How long does private limited incorporation take?** Most files close within one to two weeks. Timelines depend on document quality and portal queues. Move tax and banking in parallel to save time. **2) What is the minimum capital?** No statutory minimum exists for domestic ownership. For FDI, the project size is at least NPR 20 million. Confirm any updates before you invest. **3) When do I need VAT registration?** Register when you meet the legal threshold. Register early if you need input credits on purchases. Your accountant should monitor monthly revenue. **4) Is SSF registration mandatory for employers?** Yes. Employers must register and enroll employees. Contributions must be paid on time each month. **5) Can foreign investors repatriate profits?** Yes, with correct approvals and records. You need FDI approval and NRB facilitation. You also need tax clearance and audited accounts. #### Don't forget to share this post! 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