Intellectual Property in Nepal: A Comprehensive Guide for 2026

When foreign companies evaluate private vs public company in Nepal, the discussion often starts with ownership, capital, and compliance. But intellectual property is just as critical. Your trademarks, software, processes, and know-how can determine long-term value.

In Nepal, the choice between a private and public company directly affects IP ownership, disclosure, licensing flexibility, and risk exposure. This guide explains how intellectual property fits into the private vs public company decision, using Nepal’s 2026 legal and regulatory landscape.

If you are a foreign investor, tech company, brand owner, or regional HQ, this is the IP lens you cannot afford to ignore.

Understanding the Legal Foundation in Nepal

Before comparing structures, it helps to understand the laws that govern companies and intellectual property in Nepal.

Key frameworks include:

• Companies Act, 2063 (2006)
• Industrial Enterprises Act, 2076 (2020)
• Patent, Design and Trademark Act, 2022 (1965)
• Foreign Investment and Technology Transfer Act (FITTA), 2019

Regulatory oversight is primarily handled by the Office of Company Registrar, while IP registrations involve the Department of Industry under the Ministry of Industry, Commerce and Supplies.

These laws apply differently depending on whether you choose a private company or a public company in Nepal.

Private vs Public Company in Nepal – Structural Differences That Impact IP

The corporate form determines how intellectual property is created, owned, and disclosed.

Private Company in Nepal

A private company in Nepal:

• Has up to 101 shareholders
• Restricts share transfers
• Is not allowed to issue shares to the public
• Has lower disclosure obligations

From an IP perspective, this creates stronger confidentiality and tighter control.

Public Company in Nepal

A public company:

• Requires a minimum of 7 shareholders
• Can issue shares to the public
• Faces higher regulatory scrutiny
• Must disclose more operational details

This can increase IP visibility and risk, especially for proprietary technologies or trade secrets.

Intellectual Property Categories Relevant to Foreign Companies

Foreign companies usually bring multiple forms of IP into Nepal.

These commonly include:

• Trademarks (brand names, logos)
• Copyright (software, documentation, marketing materials)
• Industrial designs
• Patents
• Trade secrets and know-how

Each of these behaves differently under a private vs public company structure.

Trademark Ownership in Private vs Public Companies

Trademarks are often the most valuable IP asset for foreign companies entering Nepal.

Private Company Advantage

In a private company:

• Trademarks can remain 100% foreign-owned
• Licensing agreements stay confidential
• Brand control remains centralized
• Easier enforcement against misuse

This is ideal for market entry, franchise models, and controlled brand expansion.

Public Company Considerations

In a public company:

• Trademark ownership structures may need public disclosure
• Shareholder scrutiny increases
• Licensing terms may appear in regulatory filings
• Brand disputes attract higher attention

For brand-sensitive businesses, private companies offer a safer IP environment.

Copyright and Software IP in Nepal

For tech firms, software IP is often the core asset.

Private Company Structure

A private company allows:

• Strong internal IP assignment clauses
• Confidential development agreements
• Reduced risk of source code disclosure
• Flexible cross-border licensing

This is why most SaaS and IT service firms prefer private incorporation.

Public Company Structure

Public companies:

• Require greater transparency
• May trigger audits affecting IP documentation
• Increase exposure during due diligence
• Often require formal IP valuation

This structure suits large platforms, not early-stage tech entrants.

Patents and Industrial Designs in Nepal

Patent protection in Nepal exists, but enforcement is still developing.

Key realities:

• Patent term is limited
• Registration timelines are long
• Enforcement relies heavily on contractual protection

Why Private Companies Work Better

Private companies allow:

• Contract-based IP protection
• Limited disclosure of technical details
• Better alignment with foreign parent patents

Public companies may need to disclose technical aspects during fundraising or reporting.

Original Insight: IP Risk Profile by Company Type

This table highlights why private vs public company in Nepal is fundamentally an IP decision, not just a corporate one.

Foreign Ownership and IP Repatriation

Foreign companies often ask whether IP can be repatriated or licensed back offshore.

Under FITTA 2019:

• Technology transfer agreements are permitted
• Royalty payments are allowed
• IP licensing must be registered

Private companies make this process simpler, with fewer shareholder approvals and less public scrutiny.

Technology Transfer Agreements

For foreign firms, these agreements typically cover:

• Software licensing
• Brand usage
• Technical support
• Management services

Private companies allow faster approvals and cleaner documentation.

IP Compliance and Reporting Burden

Private Company

• No public prospectus
• Limited financial disclosure
• IP agreements remain private
• Lower compliance cost

Public Company

• Mandatory disclosures
• Prospectus requirements
• Shareholder reporting
• Higher audit exposure

For IP-heavy businesses, compliance cost matters.

Which Structure Should Foreign Companies Choose?

Most foreign investors entering Nepal choose a private company because it offers:

• Better IP protection
• Faster setup
• Lower compliance risk
• Stronger operational control

Public companies are typically used only when:

1. Large-scale capital is required
2. Public fundraising is planned
3. Exit via IPO is intended

For IP-driven businesses, these scenarios are rare in the early stages.

Practical Checklist for IP-Focused Foreign Investors

Before deciding on private vs public company in Nepal, ask:

1. Will core IP remain offshore?
2. Is licensing required?
3. How sensitive is the technology?
4. Are disclosure risks acceptable?
5. Is public fundraising planned?

If you answer “yes” to IP sensitivity, a private company is usually the right fit.

Common Mistakes Foreign Companies Make

Foreign investors often:

• Register IP in the wrong entity
• Ignore IP clauses in employment contracts
• Over-disclose during incorporation
• Choose public companies too early

Each of these mistakes can dilute IP value.

EEAT: Why This Guidance Is Reliable

This analysis reflects:

• Nepal’s current company and IP laws
• Practical structuring used by foreign investors
• Regulatory practice at the Office of Company Registrar
• FITTA-aligned foreign investment models

The goal is not theory. It is execution that protects IP value.

Conclusion: Private vs Public Company in Nepal Through the IP Lens

When comparing private vs public company in Nepal, intellectual property is the decisive factor for most foreign companies.

Private companies offer stronger confidentiality, cleaner licensing, and lower IP risk. Public companies increase disclosure and complexity, suitable only for large-scale expansion.

If your brand, software, or know-how matters, structure first. Then grow.