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.
Before diving into documents, it helps to frame why private companies dominate foreign investment structures in Nepal.
Private companies are preferred because they offer:
In the private vs public company in Nepal debate, private companies are almost always the correct entry vehicle for foreign businesses.
A private company in Nepal is defined under the Companies Act, 2006 as an entity that:
A public company:
For foreign companies, public companies are rare unless large-scale capital markets access is required.
All company incorporations are processed through the Office of Company Registrar (OCR).
Depending on ownership structure, foreign investors may also interact with:
This is the core checklist foreign companies need. Missing even one item can halt the application.
The formal OCR application includes:
This application is submitted digitally and physically.
Before incorporation, you must reserve your company name.
Key points:
Tip: Always submit 2–3 alternative names.
The MOA defines the company’s legal identity.
It includes:
For foreign companies, objectives must align with approved foreign investment activities.
The AOA governs internal operations.
It covers:
Strong AOAs help foreign founders maintain control.
For each shareholder:
All documents must be notarized and, if foreign, apostilled or embassy-attested.
For each director:
Foreign directors are permitted without residency requirements.
You must provide:
A virtual office is acceptable if compliant.
If a foreign company is a shareholder, a board resolution must authorize:
This is one of the most commonly rejected documents if poorly drafted.
If representatives act on behalf of shareholders:
A statutory declaration confirming that:
This is signed by promoters or authorized agents.
Here is a simplified list foreign founders often bookmark:
| Area | Private Company | Public Company |
|---|---|---|
| Minimum shareholders | 1 | 7 |
| Public share offering | Not allowed | Mandatory |
| Capital disclosure | Limited | Extensive |
| Regulatory filings | Lower | High |
| Suitability for foreign firms | Excellent | Limited |
Insight: Over 95% of foreign-owned entities in Nepal are private companies due to this compliance gap.
Avoid these frequent issues:
These errors can delay registration by 30–60 days.
Typical timeline:
Total: ~7–10 working days if documents are correct.
Once registered, a private company must obtain:
These are outside incorporation but essential for operations.
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:
Yes. Private companies offer faster setup, lower compliance, and full operational control for foreign investors.
Yes, in sectors open to foreign investment, 100% ownership is allowed.
There is no fixed minimum, but foreign investment thresholds may apply by sector.
Foreign documents must be notarized and usually apostilled or embassy-attested.
At least one director is required. Foreign nationals are allowed.
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.