Online company registration Nepal has made market entry faster and more transparent for foreign companies.
However, speed does not remove complexity. Nepal’s legal framework is precise, document-heavy, and compliance-driven.
Foreign investors must satisfy company law, foreign investment rules, tax regulations, and sector-specific approvals. Missing one legal requirement can delay registration by weeks.
This guide explains all legal requirements for online company registration in Nepal, with a clear focus on foreign-owned companies. You will understand what the law requires, what the online system covers, and where expert support becomes essential.
Online company registration in Nepal refers to incorporating a company through the Office of the Company Registrar (OCR) electronic system.
The OCR portal allows digital submission of:
Company name applications
Constitutional documents
Shareholder and director details
However, online does not mean automatic approval. Every submission is reviewed under Nepalese law.
Foreign companies must comply with multiple statutes. The online system only implements these laws. It does not replace them.
The legal foundation for online company registration in Nepal includes:
Companies Act, 2006
Foreign Investment and Technology Transfer Act (FITTA), 2019
Industrial Enterprises Act, 2020
Income Tax Act, 2002
Labour Act, 2017
Social Security Fund Act, 2018
Each law applies at a different stage of registration and operation.
Foreign investors are not allowed to register every company structure.
Foreign companies may register:
Private Limited Company
Public Limited Company (rare for first entry)
Subsidiary Company
Joint Venture Company
A Private Limited Company is the most common structure for online company registration in Nepal.
Before starting online company registration in Nepal, foreign investors must meet minimum eligibility rules.
Investment must be in a permitted sector
Minimum foreign investment threshold must be met
Shareholders must pass compliance checks
Source of funds must be legitimate
Under FITTA 2019, certain sectors remain restricted or partially restricted.
Name approval is the first legal checkpoint.
Legal rules include:
No similarity with existing companies
No prohibited or sensitive terms
Must reflect permitted business activities
Name approval is completed through the OCR portal.
Foreign companies must submit legally compliant documents.
Memorandum of Association (MOA)
Articles of Association (AOA)
These documents must align with:
Companies Act 2006
FITTA 2019
Sector-specific rules
Errors here often trigger rejections.
The law requires full disclosure.
Passport copy
Photograph
Personal details declaration
Certificate of incorporation
Board resolution
Shareholding structure
Authorized signatory documents
All foreign documents must be notarized and apostilled.
This is where many foreign companies misunderstand online company registration in Nepal.
Company registration alone is not sufficient.
Foreign investors must obtain approval from:
Department of Industry (DOI) or
Investment Board Nepal (IBN) for large projects
Without this approval, share issuance is legally invalid.
Under FITTA 2019:
Minimum foreign investment is NPR 20 million per project
Capital commitment must be declared during registration.
Actual fund inflow occurs after incorporation but before operations.
Once documents are reviewed and accepted:
OCR issues Certificate of Incorporation
Company receives a Registration Number
This completes the core online company registration in Nepal.
Online registration is only the beginning.
Foreign companies must complete:
Tax registration (PAN and VAT if applicable)
Local ward office registration
Bank account opening
Capital inflow reporting
Industry registration
Failure here leads to penalties and operational blocks.
Foreign companies face stricter compliance than local entities.
Annual filings with OCR
Tax returns and audits
Labour law compliance
Social Security Fund registration
Repatriation reporting
Non-compliance risks fines and investment restrictions.
| Area | Online System Covers | Legal Reality |
|---|---|---|
| Name approval | Yes | Subject to legal review |
| MOA/AOA upload | Yes | Must meet statutory drafting standards |
| Foreign investment | No | Separate approval required |
| Tax registration | No | Separate process |
| Labour compliance | No | Mandatory post-setup |
This gap explains why foreign companies rely on professional advisors.
Foreign investors often assume online company registration in Nepal is similar to other jurisdictions.
Skipping foreign investment approval
Incorrect MOA business objects
Understating capital commitments
Using generic templates
Ignoring post-registration compliance
These mistakes delay operations and increase risk.
Nepal’s system blends digital filing with manual legal scrutiny.
Professional support ensures:
Faster approvals
Correct documentation
Compliance from day one
For foreign companies, this is not optional. It is risk management.
Timeline depends on preparation quality.
Name approval: 1–3 days
Document preparation: 3–5 days
OCR review: 5–10 days
Foreign investment approval: 2–4 weeks
Poor documentation extends timelines significantly.
Costs vary based on:
Share capital size
Foreign investment complexity
Advisory involvement
Registration fees are fixed by law. Compliance costs are not.
Planning online company registration in Nepal as a foreign company?
Do not risk delays or compliance exposure.
👉 Speak with our Nepal FDI and company registration specialists to receive a legally compliant, end-to-end setup roadmap tailored to your investment.
Online company registration Nepal simplifies filing, not legal responsibility.
Foreign companies must comply with company law, foreign investment rules, tax regulations, and labour obligations.
Understanding legal requirements before starting saves time, capital, and reputation.
With the right guidance, Nepal becomes a strategic and compliant expansion destination.
No. Filing is digital, but foreign investment approval and compliance processes remain offline and legal-driven.
Yes, with proper authorization and notarized documents, physical presence is not mandatory.
The minimum foreign investment is NPR 20 million under FITTA 2019.
Approval is mandatory before issuing shares, even if registration occurs first.
Typically 2–4 weeks, depending on document quality and approvals.