Key Documents You Need to Register a Private Company in Nepal

If you are evaluating private vs public company in Nepal, the very first practical question foreign companies ask is simple: What documents do we actually need to register a private company?
Nepal is one of South Asia’s most cost-efficient markets for foreign investors. But documentation mistakes can delay approvals for weeks. This guide gives you the most authoritative, regulator-aligned checklist for private company registration in Nepal, written specifically for foreign founders, CFOs, and legal teams.

We will break down every document, why it matters, who issues it, and how it differs from a public company structure.

Why Foreign Companies Choose a Private Company in Nepal

Before diving into documents, it helps to frame why private companies dominate foreign investment structures in Nepal.

Private companies are preferred because they offer:

• Faster incorporation timelines
• Lower compliance and disclosure burden
• No public share issuance obligations
• Full foreign ownership in permitted sectors

In the private vs public company in Nepal debate, private companies are almost always the correct entry vehicle for foreign businesses.

Private vs Public Company in Nepal: Structural Overview

Private Company in Nepal

A private company in Nepal is defined under the Companies Act, 2006 as an entity that:

• Restricts share transfers
• Limits shareholders (generally up to 101)
• Does not invite public investment

Public Company in Nepal

A public company:

• Can offer shares to the public
• Requires higher minimum capital
• Is subject to stricter governance and disclosures

For foreign companies, public companies are rare unless large-scale capital markets access is required.

Legal Authority for Company Registration in Nepal

All company incorporations are processed through the Office of Company Registrar (OCR).

Depending on ownership structure, foreign investors may also interact with:

• Department of Industry (for foreign investment approval)
• Nepal Rastra Bank (for capital inflow compliance)

Key Documents You Need to Register a Private Company in Nepal

This is the core checklist foreign companies need. Missing even one item can halt the application.

1. Application for Company Registration

The formal OCR application includes:

• Proposed company name
• Registered office address in Nepal
• Share capital details
• Promoter information

This application is submitted digitally and physically.

2. Company Name Reservation Certificate

Before incorporation, you must reserve your company name.

Key points:

• Name must be unique
• Cannot conflict with existing entities
• Must comply with naming rules

Tip: Always submit 2–3 alternative names.

3. Memorandum of Association (MOA)

The MOA defines the company’s legal identity.

It includes:

• Company objectives
• Authorized share capital
• Share structure
• Liability clause

For foreign companies, objectives must align with approved foreign investment activities.

4. Articles of Association (AOA)

The AOA governs internal operations.

It covers:

• Board powers
• Share transfer rules
• Voting rights
• Dividend policy

Strong AOAs help foreign founders maintain control.

5. Shareholder Details and KYC Documents

For each shareholder:

• Passport copy (foreign individuals)
• Certificate of incorporation (foreign companies)
• Shareholding percentage

All documents must be notarized and, if foreign, apostilled or embassy-attested.

6. Director Appointment Documents

For each director:

• Passport copy
• Consent letter
• Specimen signature

Foreign directors are permitted without residency requirements.

7. Registered Office Address Proof in Nepal

You must provide:

• Lease agreement or ownership document
• Landlord consent letter
• Utility bill (in some cases)

A virtual office is acceptable if compliant.

8. Board Resolution of Foreign Parent Company

If a foreign company is a shareholder, a board resolution must authorize:

• Investment in Nepal
• Nomination of local directors
• Capital commitment

This is one of the most commonly rejected documents if poorly drafted.

9. Power of Attorney (If Applicable)

If representatives act on behalf of shareholders:

• POA must be notarized
• Must clearly define scope

10. Declaration of Compliance

A statutory declaration confirming that:

• Documents are true
• Legal requirements are met

This is signed by promoters or authorized agents.

One-Glance Checklist: Private Company Documents

Here is a simplified list foreign founders often bookmark:

• Company name reservation
• Application form
• MOA and AOA
• Shareholder KYC
• Director consents
• Registered office proof
• Foreign parent resolutions
• Power of Attorney (if any)
• Compliance declaration

Private vs Public Company in Nepal: Document Comparison Table

Insight: Over 95% of foreign-owned entities in Nepal are private companies due to this compliance gap.

Common Mistakes Foreign Companies Make

Avoid these frequent issues:

• Misaligned business objectives in MOA
• Incorrect foreign board resolutions
• Non-attested passports
• Using residential addresses without consent

These errors can delay registration by 30–60 days.

How Long Does Registration Take?

Typical timeline:

1. Name reservation: 1–2 days
2. Document review: 3–5 days
3. Certificate issuance: 2–3 days

Total: ~7–10 working days if documents are correct.

Compliance After Registration (Quick Preview)

Once registered, a private company must obtain:

• PAN certificate
• Bank account
• Capital inflow approval (foreign investors)
• Tax and social security registrations

These are outside incorporation but essential for operations.

Private vs Public Company in Nepal: Final Verdict for Foreign Companies

If your goal is market entry, outsourcing, tech development, or regional operations, a private company is almost always the right answer in the private vs public company in Nepal decision.

It balances:

• Control
• Speed
• Cost
• Regulatory certainty

Frequently Asked Questions

Is a private company better than a public company in Nepal for foreign investors?

Yes. Private companies offer faster setup, lower compliance, and full operational control for foreign investors.

Can a foreign company own 100% of a private company in Nepal?

Yes, in sectors open to foreign investment, 100% ownership is allowed.

What is the minimum capital for a private company in Nepal?

There is no fixed minimum, but foreign investment thresholds may apply by sector.

Do all documents need notarization?

Foreign documents must be notarized and usually apostilled or embassy-attested.

How many directors are required for a private company?

At least one director is required. Foreign nationals are allowed.

Conclusion

Understanding private vs public company in Nepal starts with understanding documentation. A private company offers the fastest, cleanest, and most foreign-friendly path into Nepal. With the right documents prepared upfront, registration is smooth and predictable.

If you want a document-ready checklist tailored to your sector, professional guidance can save weeks of delay and compliance risk.