f you plan to incorporate a company in Nepal, timing matters. This guide maps every step from OCR name approval to PAN and VAT registration, including an FDI path. You get realistic timelines, dependencies, and a practical checklist so your team can plan hiring, banking, and first invoices without surprises.
Business days are indicative. Processing speeds vary by season, filings quality, and public holidays.
| Phase | Standard (local founders) | FDI (foreign investors) | Key dependency |
|---|---|---|---|
| Name reservation (OCR) | 1–2 days | 1–2 days | Clear, compliant name |
| Charter docs (MOA/AOA) | 2–4 days | 3–6 days | Corporate approvals; translation/notary |
| Company registration (OCR) | 3–5 days | 3–5 days | Complete file; paid capital plan |
| FDI approval (DoI) | — | 7–21 days | FITTA-compliant application |
| Capital remittance & NRB compliance | — | 5–12 days | Bank KYC; inward remittance evidence |
| Tax registration: PAN (IRD) | 1–2 days | 1–2 days | OCR certificate; board resolution |
| VAT registration (IRD) | 1–3 days | 1–3 days | PAN, bank, lease utility proof |
| E‑invoicing setup & tax calendar | 1–2 days | 1–2 days | VAT certificate; accounting system |
Typical critical path (standard): Name → OCR → PAN → VAT → e‑invoicing.
Typical critical path (FDI): Name → OCR → DoI FDI approval → bank remittance/NRB → PAN → VAT.
Timing affects when you can:
Open a full‑function corporate bank account.
Sign customer or vendor contracts as a Nepal entity.
Issue valid VAT invoices and collect/claim VAT.
Hire employees and enroll in payroll and social security schemes.
Getting the order right avoids rework and costly delays.
Common entry routes for foreign businesses:
Private limited subsidiary (most popular for operating companies).
Branch office (for foreign companies engaging in revenue‑generating activities in permitted sectors).
Liaison/representative office (non‑revenue; market research/coordination only).
Tip: If you will trade locally or hire at scale, a private limited usually offers the cleanest tax and HR path.
Prepare 2–3 name options. Avoid restricted words and confusing similarities.
Submit a name reservation request through the OCR e‑services.
Output: name approval letter valid for a limited window.
Time: typically 1–2 business days.
Quality checks: objectives reflect licensed activities; no prohibited words; spelling matches charter documents.
Prepare:
Memorandum of Association (MOA) — name, objects, capital, share split.
Articles of Association (AOA) — governance rules, director powers, meetings.
Board/shareholder resolutions — for appointments, capital, bank mandates.
KYC pack — passports/IDs, photos, proof of address.
If corporate shareholder: certificate of incorporation, charter, and incumbency documents (consularized/apostilled as applicable).
Time: 2–4 business days (local founders) or 3–6 days (FDI) for translations, notarization, or legalization.
Pro tip: Align objects with future licenses (IT services, manufacturing, trading, consulting). Misaligned objects trigger queries.
File the MOA, AOA, and prescribed forms.
Pay OCR fees based on authorized capital tier.
Respond to any clarifications on objects, address proof, and director details.
Output: Certificate of Incorporation and company registration number.
Time: 3–5 business days after a complete filing.
Address proof: attach lease or ownership proof for the registered office and a recent utility bill.
If you have foreign shareholding or cross‑border capital:
FDI approval (Department of Industry): submit investment proposal, financials, BO details, and sectoral compliance declarations under FITTA.
Banking & remittance: open an account and remit capital through formal banking channels with the correct inward remittance purpose code.
NRB compliance: ensure proper documentation so future dividend repatriation is permitted.
Time: 7–21 business days for approval, plus 5–12 days for banking and remittance settlement. Start this early.
Why this matters: Incorrect remittance coding can block dividend repatriation and share transfers.
Once incorporated, apply for the company’s Permanent Account Number (PAN). You will typically submit:
OCR certificate and registration extracts.
MOA/AOA and board resolution for tax registration.
Registered office lease and a recent utility bill.
Authorized signatory ID and photo.
Output: PAN certificate and tax account in the IRD system.
Time: 1–2 business days after complete submission.
Good to know: PAN is mandatory before opening VAT and for most statutory filings and withholding obligations.
Register for VAT if you meet the IRD’s threshold‑based or sector‑based criteria, or if your customers require VAT invoices.
Submit PAN, bank letter, office proof, and signatory ID.
Verify business activities match the VAT application.
Arrange e‑billing capability to issue VAT invoices.
Output: VAT certificate and VAT account.
Time: 1–3 business days after verification.
Note: Only VAT‑registered entities can issue VAT invoices and claim input VAT credits.
Configure your accounting or POS to issue valid VAT invoices.
Prepare monthly/quarterly tax calendars for VAT returns and withholding tax.
Train staff on invoice content, serial controls, and record retention.
Test your first invoice and ledger postings before your launch date.
Time: 1–2 business days with a ready system and vendor.
Founders
Passports/IDs, photos, and address proofs.
Board resolution approving investment and local signatory.
If corporate shareholder, legalized corporate documents.
Company
MOA and AOA signed and dated.
Registered office lease and recent utility bill.
Capital structure, share register, and director appointments.
FDI (if applicable)
DoI application pack with beneficial ownership details.
Financial plan and sources of funds.
Bank KYC and inward remittance documentation.
Tax
PAN application forms and declarations.
VAT application, bank letter, and e‑billing readiness.
Name‑object mismatch: OCR queries when objects do not match proposed activities.
Unlegalized foreign docs: Corporate charters not consularized or apostilled as required.
Office proof gaps: Missing lease, utility bill, or landlord tax info.
Wrong remittance code: Capital sent with an incorrect purpose code, causing NRB challenges.
VAT readiness: No e‑billing plan, delaying invoicing and input VAT claims.
Signature authority: No Nepal signatory, slowing filings and banking.
Sectoral approvals: Skipping industry‑specific clearances that must precede operations.
Week 1
Decide structure (subsidiary/branch/liaison).
Start name reservation at OCR.
Kick off MOA/AOA drafting and collect KYC.
Week 2
Receive name approval.
Finalize charters and board resolutions.
File OCR registration; address clarifications quickly.
Week 3
Receive incorporation certificate.
FDI path: lodge DoI application; open bank account and prepare remittance.
Prepare PAN application pack.
Week 4
Obtain PAN.
Apply for VAT; set up e‑billing and invoice controls.
Create tax calendar and assign responsibilities.
Week 5
Issue your first VAT invoice.
Begin payroll onboarding and vendor contracting.
Outcome: Most standard incorporations go live with VAT in 3–5 weeks. FDI adds 2–4 weeks, driven by DoI and banking.
| Area | You (Client) | DCV (Advisor) |
| Structure & objects | Choose model and business scope | Advise on sector rules and licensing |
| Name reservation | Provide 2–3 options | File OCR request and follow up |
| Charters (MOA/AOA) | Review and sign | Draft, align with activities |
| OCR registration | Provide office lease & KYC | File, track, resolve queries |
| FDI approval | Provide source of funds & BO | Prepare DoI pack and strategy |
| Banking & NRB | Attend KYC | Guide remittance coding & evidence |
| PAN & VAT | Sign forms; provide bank letter | File, secure certificates |
| E‑invoicing | Select software | Configure and test |
| Tax calendar | Approve dates & owners | Draft calendar and controls |
VAT certificate issued and visible at office.
Billing system configured with VAT number and correct invoice format.
Chart of accounts supports input/output VAT ledgers.
Vendor onboarding includes VAT status and tax invoice requirements.
VAT return owner and submission date agreed.
Evidence retention policy for invoices, GRNs, and contracts.
Companies Act 2063 (2006).
Foreign Investment and Technology Transfer Act 2019 (FITTA).
Inland Revenue Department guidance on PAN and VAT.
Nepal Rastra Bank foreign investment and remittance directives.
Industrial Enterprises Act and sector‑specific rules where applicable.
Use the latest official forms and circulars. Thresholds, formats, and portal steps may change. Confirm at filing time.
Right‑first‑time filings: OCR, IRD, and DoI packs built to current templates.
FDI banking choreography: Correct purpose codes and remittance evidence for repatriation.
Parallel workstreams: Draft charters while name approval is pending; prep PAN while OCR is in review.
Invoice‑ready in days: E‑billing setup the same week your VAT certificate is issued.
1) How long does it take to incorporate a company in Nepal?
Most standard incorporations complete in 3–5 weeks from name to first VAT invoice. FDI cases usually add 2–4 weeks for DoI approval and banking.
2) Do I need FDI approval to incorporate?
Yes, if any foreign shareholder invests capital. You apply under FITTA through the Department of Industry. Approval precedes capital remittance and share allotment.
3) When should I register for VAT?
Register when you meet IRD thresholds or operate in mandatory VAT sectors. Many B2B companies register from day one to issue VAT invoices and claim input credits.
4) Can I issue invoices without VAT registration?
You can issue non‑VAT invoices, but you cannot charge VAT or claim input credits. Many corporate customers require VAT‑compliant invoices.
5) What documents are needed for PAN?
OCR certificate, MOA/AOA, office lease and utility bill, bank letter if requested, and authorized signatory identification. Keep passport photos and board resolution ready.