Your Blog Post Title Here..Business registration in Nepal: complete checklist

Business registration in Nepal is straightforward when you follow a proven path. Foreign founders often hit friction on approvals, tax, and banking. This guide removes guesswork. You’ll see the entity choices, the exact filings, and a practical timeline. We reference key laws and regulator guidelines used in 2025 practice. Short steps. Clear controls. No surprises.

Who should use this guide

• Foreign companies exploring a Nepal presence.

• Regional HQs setting up a Nepal subsidiary.

• Brands planning a branch or liaison office.

• Outsourcing, IT, and shared-services teams.

You want clean execution, predictable costs, and audit-ready files.

Quick outcomes you will achieve

• Choose the right structure for your model.

• Map the correct approvals and authorities.

• Complete OCR registration with no rework.

• Secure PAN and assess VAT correctly.

• Build a 12-month compliance calendar.

• Prepare for capital inflow and later repatriation.

Business registration in Nepal: the master checklist

Use this numbered list to run your project. Assign each item to an owner and a due date.

1. Confirm sector eligibility and any special licenses.

2. Decide the entry route: subsidiary, branch, or liaison.

3. Identify the approving authority: DOI or IBN.

4. Set shareholding and initial paid-up capital.

5. Reserve a company name on the OCR system.

6. Draft MOA/AOA (or branch charter).

7. Prepare investor KYC and UBO charts.

8. Arrange PoA, notarizations, and apostille, if required.

9. File the FDI application with all annexures.

10. Receive FDI approval and sector consents.

11. Register the entity at the Office of the Company Registrar (OCR).

12. Open bank accounts and align NRB controls.

13. Apply for PAN at the Inland Revenue Department.

14. Assess and complete VAT registration if required.

15. Register with municipality/ward as applicable.

16. Register with the Social Security Fund if hiring.

17. Implement payroll, withholding, and benefits.

18. Set up statutory registers and board minute books.

19. Establish a quarterly compliance review process.

20. Document a clean trail for future profit repatriation.

Pathways to enter Nepal 

Private limited subsidiary

• Separate legal entity.

• Can invoice locally and hire teams.

• Best for sustained operations and scale.

• Normal corporate tax applies to Nepal-source income.

Branch office of a foreign company

• Same legal person as the parent.

• Useful for direct control and project execution.

• Tax applies on Nepal-source income.

• Close the branch and settle taxes on exit.

Liaison (representative) office

• Non-commercial presence.

• Market research and partner coordination.

• No invoicing or trading in Nepal.

• Funded by the parent only.

Comparison table: which structure fits your plan

Timelines vary by sector, document legalization, and investor origin.

Approvals, authorities, and thresholds (2025 view)

• Companies Act 2063 (2006): Incorporation framework and OCR powers.

• Foreign Investment and Technology Transfer Act (FITTA) 2019: FDI routes, approvals, and investor protections.

• Investment Board Nepal (IBN) mandate: Large projects and strategic sectors.

• Nepal Rastra Bank (NRB): Capital inflow rules, FX controls, and repatriation procedures.

• Inland Revenue Department (IRD): PAN, VAT, withholding, and e-filing.

Minimum foreign investment. Government notifications set a minimum FDI of NPR 20 million for most sectors, with a documented carve-out for certain ICT models. Validate your position against the most recent notice before filing.

IBN threshold. Projects at NPR 6 billion or above, or strategic in nature, fall under IBN. Others proceed through the Department of Industry (DOI).

VAT rate. 13% under the VAT Act (as amended). VAT registration follows notified turnover thresholds and specific rules for nonresident e-services providers. Always confirm the active threshold on your filing date.

Step-by-step: from decision to first invoice

1) Map structure and sector

List your activities. Will you bill locally? Will you hire? Do you need import/export? Choose a subsidiary for full operations. Consider a branch for direct parent control. Use a liaison for pre-commercial work. Check sector restrictions and any negative list items.

2) Identify the approving authority

Estimate total investment and project scope. If your plan meets the IBN bar, prepare for a deeper review. Otherwise, proceed via DOI. Build a regulator contact plan and a document matrix.

3) Capital planning and shareholding

Set paid-up capital aligned with operating needs and minimum FDI rules. Plan staged injections if needed. Record resolutions from the parent board. Prepare a clean UBO chart. Keep treasury and FX teams involved from day one.

4) Name reservation and documents

Reserve your name with OCR. Draft an MOA/AOA with precise object clauses. Add governance rules on quorum, notices, and share transfers. Prepare a Power of Attorney for local signing. Arrange notarizations and apostilles as required by your home country.

5) FDI application

Compile corporate certificates, articles, UBO declarations, board resolutions, and projected financials. File the FDI application to DOI (or IBN, if applicable). Track regulator queries in a response log. Keep promised dates realistic.

6) OCR registration

On approval, incorporate the subsidiary or register the branch/liaison at OCR. Issue share certificates for a subsidiary after capital credit. Record director appointments. Secure digital credentials for future filings.

7) Banking and NRB

Open corporate accounts. Receive capital via approved channels consistent with your approval letter. Keep SWIFT messages, bank advice slips, and capital confirmation. Maintain the NRB file for future dividends or capital repatriation.

8) PAN and VAT

Apply for PAN immediately after incorporation. Assess VAT registration based on turnover projection and model. Many service models register early to claim input VAT. Map product or service codes to HS/SAC where needed.

9) Local registrations and HR

Complete municipality/ward registration if required. Register with the Social Security Fund when hiring. Set up payroll with correct withholding and benefits. Put vendor KYC and invoice controls in place.

10) Governance and compliance calendar

Create statutory registers. Schedule quarterly board meetings. File director or address changes promptly. Run a quarterly compliance review across corporate, tax, labor, and FX.

Timeline you can plan against

Week 1–2: Name reservation, MOA/AOA, KYC, apostille planning.
Week 2–4: File FDI; respond to clarifications.
Week 3–6: Receive approval; register at OCR.
Week 5–7: Open bank accounts; receive capital.
Week 5–8: Apply PAN; evaluate VAT registration.
Week 6–10: Local registrations; payroll; SSF; vendor onboarding.
Post-start: Quarterly and annual compliance cycles.

Document pack

Investor and corporate

• Certificate of incorporation and articles.

• Good standing or incumbency certificate.

• Board resolution approving Nepal investment.

• Power of Attorney to local agent.

• UBO chart and declarations.

• Passport copies and photos of signatories.

Nepal entity

• Name reservation acknowledgment.

• MOA/AOA (or branch charter and parent charter).

• Registered address lease or virtual office letter.

• Director consent letters.

Tax and banking

• PAN application forms and signatory KYC.

• VAT readiness checklist and invoice templates.

• Bank KYC, capital inflow plan, and remittance trail.

• NRB file index and document copies.

Practical costs to budget

• Government fees: OCR, FDI, and ancillary filings.

• Professional fees: advisory, drafting, and submissions.

• Translations and legalizations: apostille or consular costs.

• Banking: FX spreads, remittance charges, and document handling.

• Office and HR: lease, payroll tools, SSF registration.

Build a three-month cash plan to cover setup, filings, and first hires.

Tax, VAT, and accounting essentials

• Corporate tax: Applies to Nepal-source income. Rates depend on sector and incentives.

• Withholding tax: Apply to services, rent, and selected payments.

• VAT: 13%. Registration depends on notified thresholds and your model.

• Input tax credit: Plan invoice formats, timing, and documentation.

• Accounting standards: Maintain books in Nepal and align group reporting.

• Audit: Check statutory audit triggers for your sector and size.

Risk controls that save you later

• Evidence file: Approvals, notices, SWIFT messages, and filings.

• Threshold tracker: VAT and withholding thresholds by month.

• Change log: Directors, address, and share changes with dates.

• Signature matrix: Who signs contracts, who approves payments.

• Vendor KYC: PAN, VAT, and bank verification before onboarding.

• Quarterly review: Corporate, tax, labor, and FX items checked.

12-month compliance calendar (simple, repeatable)

• Month 1: PAN issued; VAT decision; e-filing access; invoice templates.

• Month 2: Payroll live; SSF registration; vendor onboarding.

• Monthly/Quarterly: VAT returns; withholding payments; management accounts.

• Half-year: Board meeting; statutory registers review; internal controls check.

• Year-end: Financial statements; statutory audit if applicable; corporate tax return.

• Ad hoc: NRB filings for capital changes; OCR filings for corporate changes.

Common mistakes to avoid

• Filing to the wrong authority (DOI vs IBN).

• Under-documented KYC and UBO charts.

• VAT threshold misread for services or e-services.

• Weak NRB trail, missing SWIFT and bank credits.

• No compliance calendar, leading to avoidable fines.

Frequently asked questions (PAA-style)

1) How long does business registration in Nepal take?
Four to eight weeks is typical. Add time for apostilles and sector approvals. VAT can extend the timeline if your model requires early registration.

2) What is the minimum foreign investment?
Most sectors use an NPR 20 million floor per government notice. Certain ICT models carry an exemption. Confirm the current rule before you file.

3) Who approves my investment—DOI or IBN?
DOI approves most cases. IBN handles NPR 6 billion or larger projects and strategic sectors. Map this early to avoid refiles.

4) When must I register for VAT?
Register when you cross the notified threshold or when your model requires input credits. Nonresident e-services follow a specific turnover test.

5) Can I start with a liaison office?
Yes. It is non-commercial and cannot invoice. It supports research and partner work. Upgrade to a subsidiary or branch when you go commercial.