---
title: "Incorporate a company in Nepal: total cost and timeline (2025)"
description: ee the real costs and days to incorporate a company in Nepal in 2025. Clear steps, FDI rules, fees, and timelines for foreign investors.
---

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# [Incorporate a company in Nepal: total cost and timeline (2025)](https://digitalconsultingventures.com/insights/incorporate-company-in-nepal-cost-timeline-2025)

 Written by [Pjay Shrestha](https://digitalconsultingventures.com/insights/author/pjay-shrestha) | Sep 16, 2025, 5:49:18 AM

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

| Scenario | Core steps | Govt. fees (est.) | Third-party costs (typical) | Timeline (working days) | Key risks |
| --- | --- | --- | --- | --- | --- |
| Local founders, no VAT | OCR → PAN | NPR 1,000–43,000 | Low | 7–12 | Name, document scans |
| Local founders, VAT | OCR → PAN → VAT | NPR 1,000–43,000 | Medium | 10–20 | Site verification |
| Foreign founders, no FDI | OCR → PAN | NPR 1,000–43,000 | Medium | 10–15 | Director KYC |
| Foreign founders with FDI (regular) | DOI → OCR → PAN/VAT → NRB | Scaled + admin | Higher | 17–30 | FDI docs, bank coding |
| Large or strategic FDI | IBN → OCR → IRD → NRB | Case-by-case | Higher | 25–45+ | Sector approvals |

*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.

[View full post](https://digitalconsultingventures.com/insights/incorporate-company-in-nepal-cost-timeline-2025)

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