Want to incorporate a company in Nepal without boarding a plane? You can. Nepal now supports remote-friendly filings, delegated signatories, and online portals. This guide turns policy into a practical plan. You will learn structures, approvals, documents, taxes, payroll, banking, and repatriation. You will also get timelines, cost ranges, and a mistake-proof checklist designed for foreign founders and CFOs.
Remote-friendly in Nepal means more digital steps, but not a fully virtual process. You can complete many tasks online. Some steps still need a local authorized representative.
Reserve names and submit core applications through official portals.
Track FDI and company filings digitally.
Exchange clarifications and approvals with authorities by email or portal.
Prepare tax and payroll accounts with e-services.
Physical KYC at banks for the local authorized signatory.
Notarization and consular legalizations for foreign documents.
Sporadic in-person verifications by agencies or banks.
Local address proof and office setup, where required.
A Power of Attorney allows a Nepal-based representative to sign and submit.
The POA must be notarized and consular-legalized.
A board resolution should authorize filings, bank opening, and tax registrations.
You will operate within a clear statute stack. These instruments govern foreign entry and compliance:
Foreign Investment and Technology Transfer Act, 2019 (FITTA 2019).
Companies Act, 2063 (2006).
Foreign Investment and Foreign Loan Management Rules and Bylaw, 2078 (2021).
Industrial Enterprise Act, 2076 (2019).
Income Tax Act, 2058 (2002).
Value Added Tax Act, 2052 (1996) with a standard VAT rate of 13 percent.
Labour Act, 2074 (2017).
Social Security Act, 2075 (2018) and SSF rules.
Sector-specific directives and the Negative List that restrict certain activities.
Official notices and Gazette updates that adjust thresholds and procedures.
Practical note: Nepal is not party to the Apostille Convention. Use consular legalization.
Allows 100 percent foreign ownership in most open sectors.
Can issue invoices, sign contracts, and hire employees.
Requires FDI approval, company registration, tax, bank, and payroll.
A foreign company’s extension for permitted sectors or projects.
Often used in regulated or contract-bound work.
Profits are taxable in Nepal. Compliance is full.
Non-commercial research and coordination only.
No invoicing or revenue recognition in Nepal.
Light compliance but strict activity limits.
Hire quickly while your entity is in process.
No direct invoicing or asset ownership.
Works as a bridge for pilots and early teams.
| Criterion | Subsidiary (Pvt. Ltd.) | Branch Office | Liaison Office | EOR |
|---|---|---|---|---|
| Remote feasibility | High | Medium | High | Very high |
| Can invoice locally | Yes | Yes | No | No |
| Hiring under own entity | Yes | Yes | No | No |
| Typical go-live | 4–10 weeks | 6–12 weeks | 3–6 weeks | 1–2 weeks |
| Tax scope | Full CIT and VAT | Full CIT and VAT | Minimal | N/A |
| Best when | Building long term | Regulated/project | Scoping market | Starting fast |
Timeframes assume complete documents, clear sector status, and prepared KYC.
Check the Negative List and any sector caps. Understand if your plan needs special licenses. Map the regulator path early.
Use the table above. Most foreign operators choose a subsidiary for control and branding.
Issue a POA and board resolution naming the representative. Include authority to sign filings, open bank accounts, and register for taxes.
Typical items include:
Investor identity documents and corporate certificates.
Board resolution approving investment and Nepal setup.
Project proposal and shareholding structure.
Financial credibility certificate.
Draft constitutional documents and a draft lease or address proof.
Sector approvals where relevant.
Submit to the Department of Industry or the Investment Board, based on size and sector. Some sectors may use simplified or automatic routes. Keep submission receipts and acknowledgement numbers.
Align objects with the scope approved under FDI. Keep activity descriptions consistent across filings.
Submit constitutional documents, promoters’ details, and paid-up capital plan. Pay the fee band linked to authorized capital.
Register for PAN after incorporation. Register for VAT if you cross the threshold or operate in VAT-liable activities. The standard VAT rate is 13 percent.
Banks will ask for entity documents, UBO details, and the POA. Expect in-person KYC for the local signatory. Remit capital in convertible currency with clear SWIFT trails.
Enroll employees, set contracts, and start SSF contributions. The combined contribution is typically 31 percent of basic salary. Set internal payroll controls and calendars.
Follow this chain when documents originate outside Nepal:
Notarize documents in the home country.
Authenticate them by the competent authority or foreign ministry.
Legalize them at a Nepalese embassy or consulate.
Translate into Nepali where required.
Keep certified copies and an electronic vault for reuse.
Build three to four weeks for legalization into your project timeline.
Know your customer (KYC): Banks require UBO data, board resolutions, constitutional documents, and signatory proofs.
Authorized signatory: The in-country signatory presents for verification.
Inward remittance: Use the corporate account and keep SWIFT messages and credit advice.
Repatriation readiness: Maintain a clean audit trail from day one. Keep board approvals, audited accounts, tax clearance, and bank certificates.
Corporate income tax (CIT): The general rate is often 25 percent. Specific industries may have concessions or higher rates.
VAT: The standard rate is 13 percent. Use correct tax invoices and timely returns.
Withholding tax (TDS): Apply TDS on salaries, services, rent, and dividends as per schedules.
Payroll and SSF: Contribute a total 31 percent of basic salary, shared between employer and employee.
Annual obligations: File audited accounts, income tax returns, and maintain statutory registers.
Always confirm rates each fiscal year.
Business Visa: For investors and authorized representatives linked to approved FDI.
Work Permits: For foreign employees engaged in permitted roles.
Residential Visa: A pathway exists for sizeable investments. Keep investment proofs and compliance files ready.
Dependents: Family options are available under set criteria.
| Category | Typical range | Notes |
|---|---|---|
| Document legalization and translations | USD 800–2,500+ | Depends on volume and origin country |
| FDI application and approvals | Low official fees | Advisor time varies by sector |
| Company registration (OCR fees) | Capital-based bands | Budget for notarizations and admin |
| PAN and VAT registration | Nominal | Time cost more than fee cost |
| Bank account opening | Minimal fees | Focus on KYC completeness |
| Payroll and SSF setup | Platform or service fees | Design payroll calendar and policies |
| Total time to go-live | 4–10 weeks | Add buffers for sector checks and banking |
These numbers are planning anchors, not quotes. Regulated sectors take longer.
Align objects across FDI, MOA/AOA, tax, and bank KYC.
Secure a local address and maintain lease documentation.
Keep UBO declarations current.
Use board calendars for filings, taxes, and payroll.
Archive all approvals, bank letters, and SWIFT messages.
Refresh compliance when directors or shareholding change.
Using apostille instead of consular legalization.
Filing inconsistent activity descriptions across agencies.
Treating liaison offices as commercial operations.
Delaying SSF and payroll registration after hiring.
Missing VAT obligations on services or cross-border supplies.
Bringing capital through personal accounts instead of the corporate account.
Review sector limits before drafting your objects.
Some activities remain restricted or require line ministry consent.
Incentives sometimes exist for priority sectors.
Keep a changelog of official notices that affect your sector.
Update your compliance map each quarter.
Approve a board delegation of authority for routine filings.
Use dual-control for payments and tax portals.
Maintain a digital data room for approvals and KYC.
Implement invoice, contract, and stamp workflows.
Record related-party transactions with strict documentation.
Adopt internal controls for cash, payroll, and VAT credits.
Passports or corporate certificates of the investors.
Board resolution for FDI and Nepal establishment.
Power of Attorney for the Nepal representative.
Draft MOA and AOA with aligned objects.
Project proposal and shareholding details.
Financial credibility certificate from a bank.
Address proof and draft lease.
Specimen signatures and photographs.
UBO declarations and KYC forms.
Any sector licenses or no-objection letters.
PAN registration and VAT registration, if applicable.
Bank account activation and inward remittance.
Accounting system and chart of accounts.
Payroll setup, employment contracts, and SSF enrollment.
Statutory registers and minute books.
Tax calendar and compliance assignments.
Invoice template and stamp control.
First audit engagement and internal control policies.
Insurance coverage for assets and liability.
Vendor onboarding and master data hygiene.
Confirm sector eligibility against the Negative List.
Select structure: subsidiary, branch, liaison, or EOR.
Approve board resolutions and issue a POA.
Prepare the FDI pack and submit.
Reserve name and align MOA/AOA objects.
Register the company with the OCR.
Obtain PAN and register for VAT if required.
Open the bank account and remit capital.
Enroll employees and set payroll and SSF.
Launch operations with audit-ready records.
1) Can a foreigner own 100 percent of a Nepal company?
Yes, if the sector is open and not on the Negative List. You still need FDI approval and standard company registration. Check sector rules before drafting your objects.
2) Do I need to be physically present to open a bank account?
Your authorized local signatory usually appears for in-person verification. Corporate KYC relies on legalized documents and UBO declarations prepared in advance.
3) What is the minimum investment for foreign investors?
Authorities publish minimum thresholds by policy and notice. Some sectors and routes may have lower practical thresholds. Confirm the applicable floor when planning capital.
4) When can I repatriate dividends?
After audited accounts, tax clearance, and compliance. Keep board approvals, bank certificates, and inward remittance proofs. A clean audit trail speeds approvals.
5) What payroll contributions are mandatory?
Enroll in the Social Security Fund and contribute a combined 31 percent of basic salary. Follow Labour Act rules on contracts, leave, and overtime records.