Incorporate a company in Nepal: total cost and timeline (2025)

If you plan to incorporate a company in Nepal, you need precise costs and a realistic timeline. This guide gives you both, without fluff. It explains government fees, professional costs, FDI approvals, banking, tax registrations, and post-incorporation duties. Timelines reflect 2025 practices. References are based on the Companies Act 2063, FITTA 2019, NRB foreign investment by-laws, IRD tax rules, and SSF guidance.

At a glance: what it costs and how long it takes

• Government fees (OCR): Scaled by authorized capital. Typical private limited range: NPR 1,000–43,000.

• Tax registrations: PAN in 1–3 working days after incorporation. VAT in 7–15 working days with premises verification.

• FDI approval (when foreign shareholding applies): 7–14 working days for complete Department of Industry files. Large or strategic projects go to Investment Board Nepal.

• Bank and NRB steps: Capital inflow must be recorded correctly for future repatriation.

• Post-incorporation: SSF employer setup, accounting, e-filings, and annual audit.

Bottom line:

• Non-FDI incorporations often finish core setup in 10–20 working days.

• FDI cases add 7–14 working days for approval, plus bank processing time.

Why Nepal and what laws apply in 2025

• Companies Act 2063 (2006): Incorporation, directors, meetings, disclosures, and filings.

• FITTA 2019: FDI routes, One-Stop Service Centre procedures, thresholds, and investor protections.

• NRB foreign investment and foreign loan by-laws: Capital inflow recording and repatriation approvals.

• IRD rules: PAN, VAT, and e-filing obligations.

• Social Security Fund (SSF): Employer and worker registration for payroll compliance.

These are cited for authority only. No links are included, per your request.

Cost breakdown: government vs professional

Government and statutory items

• OCR name reservation and registration: Fees scale with authorized capital; private limited total typically NPR 1,000–43,000.

• PAN and VAT: Application fees are minimal; VAT usually requires site verification.

• FDI filing: Some cases involve a small refundable deposit or administrative charge.

• Notarization and stamping: Minor costs for attestations and translations.

Professional and third-party items (typical ranges)

• Legal drafting (AoA, MoA, board minutes, FDI file): Depends on complexity and bilingual needs.

• Company secretary or compliance agent: Fixed project fee or monthly retainer.

• Translations: Per page or per document, certified.

• Registered office support: Lease, utilities letter, and premise readiness for VAT.

• Accounting and tax retainer: Monthly service for filings and year-end audit coordination.

• Bank facilitation: KYC package, capital remittance coding, and NRB coordination.

Tip: Bundle incorporation, tax, and payroll setup to reduce rework and delays.

How to incorporate a company in Nepal: the step-by-step timeline (2025)

Step 1 — Name check and reservation (Day 0–2)

• Prepare three to five name options.

• Avoid restricted terms and conflicts with existing names.

• Reservation usually takes 1–2 working days.

Step 2 — Draft the constitutional documents (Day 1–4)

• Draft Memorandum and Articles of Association aligned with intended activities.

• Confirm shareholding, directors, registered office, and authorized capital.

• Prepare KYC, passports, photos, and board resolutions for foreign shareholders.

Step 3 — File incorporation with OCR (Day 2–6)

• Submit the incorporation set with supporting documents.

• Clean files often receive approval in 3–5 working days.

Step 4 — Obtain Certificate of Incorporation (Day 4–8)

• Receive the company number and incorporation date.

• Collect digital or physical certificates as required.

Step 5 — Register for taxes: PAN and VAT (Day 5–20)

• PAN: 1–3 working days after company registration.

• VAT (if applicable): 7–15 working days, plus premises verification.

Step 6 — Open bank account and inject capital

Open a corporate bank account.

• For FDI, ensure the remittance is coded as foreign equity capital.

Step 7 — Record FDI with NRB 

• Keep swift copies and bank advices.

• Record inflow properly for future dividend and exit approvals.

Step 8 — Register with SSF 

• Complete employer registration.

• Enroll employees before payroll begins.

Timelines assume complete documents and prompt responses from stakeholders.

FDI route explained: DOI vs IBN, thresholds, and timing

• Department of Industry (DOI): Handles most FDI up to the prevailing threshold for “regular” projects. A complete file may be cleared within 7–14 working days.

• Investment Board Nepal (IBN): Reviews large or strategic projects above the DOI threshold or in special sectors. Timelines are longer and project-specific.

• Minimum investment size: Nepal maintains a minimum FDI threshold per project. Confirm the current figure during planning to avoid rejection.

• Documents to expect: Project profile, shareholding chart, source-of-funds trail, draft AoA/MoA, and board resolutions.

• Translations and notarizations: Foreign documents require certified translations and proper legalization where applicable.

Design for repatriation from day one: Keep capital inflow records, tax filings, and audits clean to simplify dividend or capital returns later.

Documents checklist for foreign founders

Company level

• Proposed name, objectives, and authorized capital.

• Draft AoA/MoA with scope aligned to business.

• Registered office proof: lease or ownership, utility letter, and contact person.

Shareholder and director level

• Passport copies and photographs.

• Board resolution approving the investment.

• Power of attorney for local signatory, if used.

• Source-of-funds evidence for FDI.

Regulatory and banking

• FDI application form and project profile.

• Sectoral approvals if the industry is regulated.

• Bank KYC documents and NRB forms.

Post-incorporation compliance you should not skip

• Pan and VAT e-filings: Monthly or periodic tax returns as required.

• SSF compliance: Register employer and employees, deduct and deposit contributions.

• Accounting system: Implement invoicing and bookkeeping from day one.

• Board meetings and minutes: Follow AoA and Companies Act rules.

• Annual audit and tax return: Keep statutory registers updated and accurate.

• Employment compliance: Contracts, payroll, and leave policies consistent with labor rules.

Repatriation rules: plan the exit early

• NRB approval is typically required before outward remittances.

• Maintain audit trails for equity inflow, retained earnings, and taxes paid.

• For royalties, service fees, or management charges, maintain contracts and tax withholding records.

• Start approvals early to avoid cash-flow bottlenecks.

Common delays and how to avoid them

1. Name rejections: Do a thorough preliminary check and avoid restricted words.

2. Incomplete FDI file: Missing source-of-funds documents cause immediate delays.

3. VAT premise not ready: Ensure signage, lease documents, and staff presence for verification.

4. Bank KYC mismatch: Remittance purpose codes must match FDI equity terms.

5. Late SSF onboarding: Enroll employer and employees before payroll processing.

Cost and timeline matrix by scenario 

Notes: Government fees are for private limited companies and scale with authorized capital. Third-party costs include legal drafting, translations, compliance agents, banking support, and accounting setup.

A numbered action plan you can follow

1. Decide if your structure needs FDI.

2. Finalize shareholders, directors, and authorized capital.

3. Draft AoA/MoA in English and Nepali, as needed.

4. Reserve your company name at OCR.

5. File incorporation and obtain the certificate.

6. Open the bank account and, if FDI, inject capital with correct coding.

7. Register PAN and then VAT if applicable.

8. Complete SSF employer and employee registrations.

9. Set up accounting, invoicing, and compliance calendars.

10. Prepare a repatriation checklist for future dividends or exits.

Bulleted best-practice tips

• Keep authorized capital realistic to control OCR fees.

• Align objectives in AoA with licenses you will need later.

• Prepare certified translations to avoid resubmissions.

• Use a single coordinator for filings, tax, and payroll.

• Store every bank and NRB document for future remittances.

FAQ (People Also Ask)

1) How much does it cost to incorporate a company in Nepal?
OCR fees for private companies scale with authorized capital, typically NPR 1,000–43,000. Add professional drafting, translations, compliance support, and minor notarization or stamping costs. VAT premises preparation may add small setup expenses.

2) How long does incorporation take in 2025?
Many non-FDI incorporations finish in 10–20 working days. FDI cases add 7–14 working days for approval, plus time for bank coding and NRB recording. VAT verification may also extend timelines.

3) Do I need VAT from day one?
Not always. Service companies often start with PAN only. You register VAT when activities or turnover require it, and when your office premises are ready for verification.

4) Can I repatriate profits from Nepal?
Yes, with proper records and approvals. NRB requires documentation and prior approval before outward remittance. Keep capital inflow proofs, audited accounts, and evidence of taxes paid.

5) What is the minimum FDI threshold?
Nepal maintains a minimum FDI threshold per project under current policy. Confirm the latest figure at planning to avoid file rejection or referral to another authority.