If you are a foreign investor asking how to register a company in Nepal, the first question is always legal compliance. Nepal welcomes foreign investment, but incorporation must strictly follow the Companies Act and related regulations.
This guide explains the legal requirements to register a company in Nepal, what the Companies Act actually requires, and how foreign companies can comply without delays, rejections, or regulatory risk.
You will learn the exact documents, approvals, timelines, and obligations. This article is written for founders, CFOs, and expansion leaders who want certainty before entering Nepal.
Company registration in Nepal is primarily governed by:
• Companies Act, 2063 (2006)
• Foreign Investment and Technology Transfer Act (FITTA), 2019
• Industrial Enterprises Act, 2020
• Income Tax Act, 2002
• Labour Act, 2017
All companies are registered with the Office of the Company Registrar (OCR).
Foreign-owned companies must additionally comply with foreign investment approvals before incorporation.
Before understanding how to register a company in Nepal, you must choose the correct legal structure.
• Private Limited Company
• Public Limited Company
• Branch Office of a Foreign Company
• Liaison Office
• Partnership Firm (not suitable for FDI)
A Private Limited Company because it allows full operational activity, local hiring, and profit repatriation.
This section explains the mandatory legal requirements under the Companies Act.
• Minimum shareholders: 1
• Maximum shareholders: 101
• Minimum directors: 1
Foreign nationals can be 100 percent shareholders.
Every company must have a registered office address in Nepal.
Virtual addresses are not accepted.
The proposed company name must be:
• Unique
• Not misleading
• Not identical or similar to existing companies
• Consistent with business objectives
Name approval is done through the OCR online system.
The MOA legally defines:
• Company objectives
• Capital structure
• Shareholding details
• Liability of shareholders
The OCR closely scrutinizes objectives for compliance.
The AOA governs internal management:
• Director powers
• Share transfers
• Meetings and voting
• Dividend distribution
This is the exact legal sequence required by law.
Submit up to three proposed names online.
Documents must comply with Companies Act wording standards.
Upload documents, shareholder details, and pay government fees.
Issued by the Office of the Company Registrar.
PAN and VAT registration is mandatory post-incorporation.
Foreign shareholders require approval under FITTA before capital injection.
Foreign investors must meet extra compliance obligations.
Foreign Direct Investment requires approval from:
• Department of Industry, or
• Investment Board Nepal (large projects)
Minimum foreign investment threshold currently stands at NPR 20 million.
Profit repatriation requires:
• Tax clearance
• Central bank compliance through Nepal Rastra Bank
• Passport copies
• Board resolution
• Certificate of incorporation (parent company)
• Power of attorney
• Notarised and apostilled documents
• Approved company name
• MOA and AOA
• Registered office lease agreement
| Capital Size (NPR) | OCR Registration Fee |
|---|---|
| Up to 100,000 | NPR 1,000 |
| 100,001 – 1 million | NPR 4,500 |
| 1 – 10 million | NPR 9,500 |
| Above 10 million | NPR 16,000 |
Additional costs include translation, notarisation, and compliance filings.
Registering a company is not the end.
• Annual return filing
• Financial statements submission
• Tax filings
• Labour registration
• Social Security Fund enrollment
Non-compliance can result in penalties or company suspension.
Avoid these frequent errors:
• Incorrect business objectives
• Missing foreign investment approval
• Improper document notarisation
• Assuming online registration means no local presence
• Ignoring post-incorporation compliance
Average timelines:
• Name approval: 1–2 working days
• Company registration: 3–5 working days
• Tax registration: 1–2 working days
• FDI approval: 2–4 weeks
Delays usually arise from documentation errors.
The Companies Act is principle-based, not checklist-based.
That means:
• OCR officers interpret objectives strictly
• Vague clauses are rejected
• Foreign ownership disclosures are examined carefully
Professional drafting reduces rejection risk significantly.
You can technically register yourself.
However, foreign companies should seek support when:
• Applying for FDI approval
• Structuring shareholding
• Planning repatriation
• Hiring employees
• Drafting compliant MOA objectives
To succeed:
Confirm permitted business activities
Secure FDI approval early
Draft legally precise documents
Plan tax and repatriation strategy
Prepare for ongoing compliance
This reduces risk and saves months of correction work.
Understanding how to register a company in Nepal requires more than filling an online form. The Companies Act sets clear legal obligations, and foreign companies face additional scrutiny under investment and tax laws.
With the right preparation, Nepal offers a stable and cost-efficient base for regional operations.
If you are planning company registration, foreign investment approval, or expansion into Nepal, book a free consultation with our legal and compliance specialists.
We help foreign companies register, comply, and operate in Nepal with confidence.
Yes. Most sectors allow full foreign ownership, subject to FITTA approval and minimum investment thresholds.
Yes. Directors can be non-resident. A local authorised representative is required.
No. But foreign investors benefit from professional guidance due to regulatory complexity.
Yes. Repatriation is allowed after tax clearance and central bank approval.
Partially. Submission is online, but physical verification and compliance remain mandatory.