Company incorporation Nepal is increasingly on the radar of foreign companies seeking cost-efficient growth, regional market access, and skilled talent. Nepal offers a young workforce, competitive operating costs, and improving digital infrastructure. For technology firms, construction companies, and trading businesses, incorporation is the legal foundation that unlocks contracts, bank accounts, tax registration, and long-term market presence.
This guide is written for foreign founders, directors, and investors. It explains how company incorporation Nepal works in practice, highlights sector-specific requirements, and shows how to avoid common regulatory mistakes. The goal is clarity, confidence, and compliance from day one.
Nepal is no longer viewed only as a development economy. It is a growing commercial hub between India and China with improving ease of doing business.
Key drivers include:
Competitive labour and operating costs
Strong English proficiency in professional services
Expanding infrastructure and urban development
Government focus on foreign direct investment
Digital company registration via the OCR portal
For foreign companies, company incorporation Nepal enables full operational control rather than short-term project setups.
All incorporations are governed by a combination of company law, investment law, and sector-specific regulations.
The core legal instruments include:
Companies Act, 2006
Office of the Company Registrar
Foreign Investment and Technology Transfer Act, 2019
Industrial Enterprises Act, 2020
Income Tax Act, 2002
Foreign companies must comply with both incorporation rules and FDI approval processes where applicable.
Foreign companies typically choose one of the following structures.
This is the most common option for foreign investors.
Separate legal entity
Limited liability
Minimum one director and one shareholder
Suitable for tech, construction, and trading businesses
Used for large-scale projects and capital markets access.
Higher compliance burden
Minimum seven shareholders
Rare for early-stage foreign investors
These are not incorporated entities.
Limited scope of activities
No independent revenue generation in many cases
Often transitional before full company incorporation Nepal
The incorporation process is digital but document-heavy. Accuracy matters.
Name must be unique and non-misleading
Applied through the OCR online system
Approval usually within two to five working days
Foreign companies must prepare:
Memorandum of Association
Articles of Association
Shareholding structure
Director and shareholder resolutions
All foreign documents must be notarised and, where required, apostilled.
The application is filed with the Office of the Company Registrar.
Information required includes:
Company objectives
Registered address in Nepal
Capital structure
Director details
Once approved, the OCR issues a Certificate of Incorporation. The company now legally exists.
Company incorporation Nepal is not complete until:
PAN and VAT registration
Local ward office registration
Bank account opening
Industry-specific licences
Each industry faces unique compliance considerations.
Tech companies benefit from Nepal’s strong IT talent pool.
Key points:
Software development and IT services are FDI-permitted
No minimum capital requirement for pure services
Data protection and IP clauses should be embedded early
Tech companies often combine company incorporation Nepal with Employer of Record during scaling.
Construction is a regulated sector.
Additional requirements include:
Department of Industry registration
Contractor classification licensing
Local technical staff requirements
Higher minimum capital thresholds
Foreign construction companies must also manage project-based tax and labour compliance.
Trading companies face strict compliance.
Key considerations:
Import export code registration
Customs and excise compliance
Sector-specific FDI caps may apply
Inventory and VAT reporting
Careful structuring during company incorporation Nepal avoids customs and tax disputes later.
| Factor | Tech Company | Construction Company | Trading Company |
|---|---|---|---|
| FDI Approval | Usually straightforward | Scrutinised | Sector-dependent |
| Capital Requirement | Low to moderate | High | Moderate |
| Licensing | Minimal | Multiple licences | Trade permits |
| Compliance Complexity | Medium | High | High |
| Time to Operate | Fast | Medium | Medium |
This comparison helps foreign investors align expectations with regulatory reality.
Foreign founders often underestimate local nuances.
Avoid these mistakes:
Incorrect company objectives in MoA
Underestimating post-incorporation compliance
Choosing the wrong capital structure
Delaying tax and SSF registration
Using nominee structures without safeguards
Professional guidance during company incorporation Nepal significantly reduces risk.
Typical timelines:
Name approval: two to five days
OCR registration: five to ten days
Tax registration: two to three days
Costs vary based on:
Authorised capital
Sector licensing
Legal and advisory support
Foreign investors should budget for compliance, not just incorporation fees.
Incorporation is only the beginning.
Ongoing obligations include:
Annual returns filing
Tax filings and audits
Labour and Social Security Fund registration
Sector-specific reporting
Failure to comply can lead to penalties or suspension.
Company incorporation Nepal is legally straightforward but operationally complex. Local expertise ensures:
Correct structuring from day one
Faster approvals
Reduced regulatory risk
Long-term scalability
For foreign companies, this often determines success or failure.
If you are planning company incorporation Nepal for a tech, construction, or trading business, expert guidance saves time and protects capital. Speak with a Nepal-based corporate advisory team that understands foreign investment, compliance, and scaling strategies. Start your incorporation journey with confidence.
Yes. In permitted sectors, foreigners can own up to one hundred percent equity, subject to FDI approval.
Typically ten to fifteen working days, excluding sector-specific licences.
No. Foreign directors are permitted, but a local address is mandatory.
There is no universal minimum. It depends on the sector and FDI regulations.
Yes, after PAN registration and labour compliance setup.