The company registration process in Nepal is more than filing forms and paying government fees.
For foreign companies, it is a legal gateway that determines ownership rights, profit repatriation, tax exposure, and long-term compliance.
Nepal actively welcomes foreign investment under the Foreign Investment and Technology Transfer Act (FITTA) 2019.
However, the regulatory framework is layered, documentation-heavy, and unforgiving of errors.
This guide explains every legal requirement foreign companies must satisfy when navigating the company registration process in Nepal.
It is written to help founders, CFOs, and legal teams avoid costly mistakes and move forward with confidence.
Many foreign founders underestimate Nepal’s legal depth.
The risk is not rejection alone. The real risk is future non-compliance.
Legal compliance affects:
Shareholder rights and capital protection
Eligibility for foreign investment approvals
Tax registration and withholding obligations
Employment and labor compliance
Profit repatriation approvals by Nepal Rastra Bank
A correctly structured company at registration stage prevents years of downstream issues.
Foreign companies must comply with multiple laws simultaneously.
Understanding their interaction is essential.
This is the foundation of the company registration process in Nepal.
It governs:
Company incorporation
Shareholding structure
Director duties
Capital requirements
Corporate governance
All companies are registered with the Office of the Company Registrar (OCR) under this Act.
FITTA regulates foreign ownership.
It defines:
Eligible sectors for foreign investment
Minimum investment thresholds
Approval mechanisms
Investor protections and guarantees
Foreign companies cannot register without FITTA compliance.
This Act classifies businesses and determines:
Industry registration requirements
Licensing obligations
Eligibility for incentives
Many service and technology companies fall under this Act.
Tax registration is a mandatory legal step.
It governs:
Permanent Account Number (PAN)
Corporate tax rates
Withholding tax obligations
Transfer pricing exposure
Once employees are hired, labor laws apply automatically.
Non-compliance attracts penalties and reputational risk.
Foreign companies must choose the correct structure at registration stage.
This is the preferred structure under the company registration process in Nepal.
Key features:
Separate legal entity
Limited liability
Up to 101 shareholders
Suitable for foreign investment
A branch is an extension of the foreign parent.
Limitations include:
No independent legal personality
Restricted business scope
Higher compliance scrutiny
This structure is non-commercial.
It can only:
Conduct market research
Coordinate with partners
Promote the parent company
Revenue generation is prohibited.
Foreign ownership is permitted, but regulated.
Under FITTA 2019:
Minimum foreign investment is NPR 20 million
Applies per foreign investor
Must be brought through formal banking channels
Foreign shareholders must submit:
Passport or incorporation documents
Board resolution approving investment
Share subscription agreement
Power of attorney
Below is a simplified but legally accurate sequence.
The proposed company name must:
Be unique
Not conflict with trademarks
Reflect permitted activities
Name approval is mandatory before proceeding.
Two documents form the legal backbone.
Memorandum of Association (MOA)
Articles of Association (AOA)
These define:
Business objectives
Capital structure
Share transfer rules
Director powers
Errors here are difficult to fix later.
Foreign investors must obtain approval from:
Department of Industry, or
Investment Board Nepal (for large projects)
Approval is sector-dependent.
Once approvals are secured, OCR issues:
Certificate of Incorporation
Company Registration Number
The company legally exists at this point.
Tax registration is compulsory.
The company must obtain:
Permanent Account Number
VAT registration (if applicable)
Foreign companies must prepare documents carefully.
Core documents include:
Approved company name
MOA and AOA
Passport or incorporation certificate of shareholders
Board resolution
Foreign investment approval letter
Lease agreement for registered office
Director consent letters
Missing documents cause delays.
Registration is only the beginning.
Foreign companies must maintain ongoing compliance.
Annual General Meeting
Financial statement filing
Income tax returns
Audit submission
Once staff are hired, companies must:
Register with Social Security Fund
Deduct payroll taxes
Maintain statutory leave records
Foreign founders repeat the same errors.
Choosing the wrong entity structure
Drafting generic MOA and AOA
Underestimating minimum capital rules
Ignoring labor law obligations
Failing to plan repatriation compliance
These mistakes increase cost and risk.
| Area of Compliance | Proper Registration | Improper Registration |
|---|---|---|
| Foreign ownership | Fully protected | High rejection risk |
| Tax exposure | Predictable | Penalties likely |
| Profit repatriation | Approved smoothly | Often blocked |
| Hiring employees | Compliant | Labor disputes |
| Exit or sale | Straightforward | Legally complex |
Not all sectors are open.
Foreign investment is restricted or prohibited in areas such as:
Small retail trading
Personal service businesses
Certain agriculture activities
Sector eligibility must be verified before registration.
Foreign investors are legally protected.
FITTA guarantees:
Repatriation of dividends
Repatriation of capital
Repatriation of loan repayments
However, Nepal Rastra Bank approvals are mandatory.
Legally compliant registration typically takes:
Name approval: 1–3 days
Investment approval: 2–4 weeks
OCR registration: 3–5 working days
Tax registration: 2–3 days
Total timeline depends on preparation quality.
The company registration process in Nepal involves multiple authorities.
Professional advisors help by:
Structuring investment compliantly
Drafting legally sound documents
Managing approvals efficiently
Ensuring tax and labor alignment
For foreign companies, this is often a cost-saving decision.
If you are planning to enter Nepal, do not rely on fragmented advice.
A single legal error can delay operations for months.
Speak with a Nepal incorporation specialist today to ensure your company registration process in Nepal is compliant, efficient, and future-proof.
Yes. Foreign ownership is permitted under FITTA 2019, subject to sector eligibility and minimum investment requirements.
The minimum foreign investment threshold is NPR 20 million per foreign investor, brought through formal banking channels.
Yes. One hundred percent foreign ownership is allowed in many sectors, subject to approval.
No. Registration can be completed through a local power of attorney.
Typically four to six weeks, depending on approvals and documentation readiness.
The company registration process in Nepal is legally robust but manageable with the right approach.
Foreign companies that understand the legal requirements gain a stable platform for growth.
Proper compliance at registration stage protects investment, simplifies operations, and enables smooth repatriation.
With expert guidance, Nepal can be one of South Asia’s most efficient markets to enter.