How Foreign Investors Can Register a Company in Nepal: Step-by-Step Banking & KYC Process

If you plan to register a company in Nepal, banking and KYC come next. Banks apply strict AML/CFT controls. Foreign investors must follow FITTA and Nepal Rastra Bank rules. This guide shows a simple, bank-first path. You get checklists, timelines, and a practical playbook. Read it once. Avoid weeks of back-and-forth.

Legal Requirements for Company Registration in Nepal

Companies Act 2063 (2006) – Company Formation Rules

This law covers company formation. It sets the document set and authorities. Your board resolution will authorize banking and signatories.

Foreign Investment and Technology Transfer Act (FITTA) 2019

FITTA governs foreign investment. It enables capital inflow, technology transfer, and repatriation rights. It also frames approvals with DOI or IBN.

Nepal Rastra Bank (NRB) directions and bylaws

NRB issues AML/CFT directives and the Foreign Investment and Foreign Loan Bylaw. These set KYC standards, EDD triggers, and FX rules.

Inland Revenue Department (IRD) registration

 After incorporation, obtain PAN and VAT registration in Nepal. Many banks require PAN before fully activating accounts.

Beneficial Ownership (UBO) disclosure

The registrar requires UBO transparency. Banks also verify UBOs. Keep a clean UBO chart and signed declarations.

Step-by-Step Process to Register a Company in Nepal (Banking-First Plan)

1. Choose structure and draft statutes
   Most foreign groups use a private limited subsidiary. Draft MoA and AoA to match banking and FX needs.

2. Secure FDI approval if required
   Apply to the Department of Industry or Investment Board Nepal. The forum depends on project size and sector.

3. Register at the Office of the Company Registrar
   File MoA, AoA, director details, and minutes. Receive the Certificate of Incorporation.

4. Register tax accounts
   Obtain PAN. Evaluate VAT. Many banks request PAN before enabling full services.

5. Pass a banking resolution
   Name the bank. Appoint account operators. Define signing matrix and limits. Approve e-banking and SWIFT usage.

6. Assemble a complete KYC pack
   Include company, tax, UBO, and signatory proofs. Add a cover checklist. Keep everything in one folder.

7. Open the NPR current account
   Submit the KYC pack. Expect address checks and site verification when needed.

8. Open foreign-currency account, if applicable
   FDI companies often maintain USD or EUR accounts. Follow NRB notification steps.

9. Remit capital and record the investment
   Bring funds through banking channels. Keep SWIFT and credit advice. Record within required timelines.

10. Activate operating services
    Enable e-banking, payroll, vendor payments, and FX. Maintain KYC data for ongoing reviews.

Corporate KYC: The Essential Document Checklist

Banks in Nepal follow risk-based KYC. Prepare these:

• Company pack: Certificate of Incorporation, MoA, AoA, share register, official address proof.

• Tax IDs: PAN certificate; VAT certificate if applicable.

• Board approvals: Resolution to open accounts and set signing powers.

• Authorized signatories: KYC forms, specimen signatures, photos, phone, email.

• Identity proofs: National ID for Nepali signatories; passport for foreign signatories.

• UBO details: Ownership percentages, control rights, and declarations.

• FDI evidence: Approval letters, NRB notices, remittance proofs.

• Office proof: Lease agreement or ownership proof, plus a utility bill if asked.

Pro tip: Build a single “Bank-Ready Folder.” Use clear file names and dates. Update versions promptly.

What counts as “Beneficial Ownership”

Banks must identify the humans who own or control the company. Common thresholds are 25% ownership or effective control. Disclose direct and indirect holdings. Attach the UBO chart and signed forms. This reduces EDD queries and speeds onboarding.

When banks apply Enhanced Due Diligence (EDD)

EDD can trigger if you have:

• Complex chains or trusts with unclear control

• Politically exposed persons or sanctions proximity

• High-cash or higher-risk sectors

• Third-country directors without local ties

• Mismatched filings, addresses, or financials

Expect deeper questions, independent checks, and site visits.

Types of Bank Accounts for Foreign Investors in Nepal 

 How to Bring Foreign Capital into Nepal Legally

• Pre-operating spend: Modest pre-ops can be supported against planned capital. Keep auditor certification for later recognition.

• Post-approval inflows: After approvals, remit through banking channels. Notify NRB as required.

• Share transfers: Remittances tied to share changes can need prior approvals. Build time for this.

• Evidence pack: Keep SWIFT MT103, credit advice, and statements. You will need them for recording and future repatriation.

Repatriation of Profits and Dividends from Nepal

Repatriation relies on clean trails. Provide audited accounts, tax clearance, board approvals, and investment records. Banks process FX after regulatory checks. Plan repatriation at incorporation. It protects exit timelines and cash planning.

 Practical Banking & KYC Tips for Foreign Investors

• Prepare a master KYC pack with all proofs and forms.

• Align registered address, tax address, and lease details.

• Name two account operators. Use a maker-checker workflow.

• Disclose potential EDD triggers early.

• Keep a version log. Banks ask for “latest” copies.

• For Nepali signatories, have National ID ready.

• For foreign signatories, keep passport and address proof ready.

How to Choose the Right Bank in Nepal (Foreign-Owned Businesses)

• FX capability: Multi-currency accounts and competitive spreads

• Trade support: SWIFT speed, cut-off times, and clear SLAs

• EDD experience: Comfort with multi-country structures

• Digital banking: Secure portals and role-based approvals

• Service model: Named relationship manager and escalation path

Timeline for Company Registration and Bank Account Opening in Nepal

• Incorporation: Several working days after complete filing

• PAN: Often within days, subject to file quality

• Bank KYC: Commonly 3–10 working days with a complete pack
  EDD, site checks, or complex UBOs can extend timelines.

Common Mistakes to Avoid in Nepal Company Registration

• Different addresses across registrar, tax, and bank files

• Missing or unclear UBO declarations

• No board resolution naming operators and limits

• Capital remitted without the right notices or evidence

• Assuming VAT or PAN is optional for banking activation

Quick Checklist for Registering a Foreign Company in Nepal

1. Pick structure and draft MoA/AoA.

2. Confirm if FDI approval is needed.

3. Incorporate at the registrar.

4. Obtain PAN and consider VAT.

5. Pass a banking resolution with operator names and limits.

6. Build your KYC pack and UBO chart.

7. Open NPR current; then FCY if needed.

8. Remit capital and keep all evidence.

9. Record investment within the required timeframe.

10. Activate e-banking and payroll.

Bank-Ready Document Bundle for Foreign Investors

• Certificate of Incorporation, MoA, AoA

• PAN certificate, VAT certificate if applicable

• Board resolution for banking and FX

• UBO declarations and org chart

• Signatories’ KYC forms, specimen signatures, photos

• National ID or passport and address proof

• Lease agreement and utility bill

• FDI approvals, NRB notices, SWIFT and bank advices

FAQs 

1. How can a foreigner register a company in Nepal?

Foreigners can register under FITTA 2019 after getting approval from DOI or IBN and then registering with the Company Registrar.

2. What documents are needed for company registration in Nepal for foreigners?

Required documents: MoA, AoA, Certificate of Incorporation, PAN, VAT (if applicable), board resolution, UBO chart, FDI approval, NRB notices, and office lease proof.

3. Can foreign investors open a bank account in Nepal before company registration?

No. The company must be registered first. Pre-operating expenses need auditor-certified funding.

4. Do foreign investors need approval to bring capital into Nepal?

Yes. After FDI approval, all capital inflows must go through banking channels and be recorded with NRB.

5. What ID is required for foreign company directors in Nepal?

Foreign directors need a passport and overseas address proof. Nepali directors use a National ID.

6. What are the KYC requirements for foreign-owned companies in Nepal?

Banks require incorporation documents, PAN/VAT, board resolution, signatory IDs, UBO details, FDI approvals, and office proof.

7. What triggers enhanced due diligence (EDD) in Nepal banks?

EDD applies if ownership is complex, UBOs are unclear, the company involves PEPs, high-risk sectors, or mismatched filings.

8. How can foreign investors repatriate profits from Nepal?

Profits can be repatriated with audited accounts, tax clearance, board approval, remittance proofs, and NRB compliance.

9. How long does it take to register a foreign company in Nepal?

• Incorporation: a few days

• PAN: within days

• Bank account: 3–10 days (EDD may add time)

10. What are common mistakes foreign investors make when registering in Nepal?

Using different addresses, missing UBO details, skipping board resolutions, unrecorded capital remittance, or assuming PAN/VAT isn’t needed.