Mandatory Documents for Company Registration in Nepal Explained

Understanding the documents required for company registration Nepal is the single most important step for foreign companies planning market entry. Missing or incorrectly prepared documents are the top reason registrations stall. In this guide, you will find a complete, practical, and regulator-aligned explanation of every mandatory document, why it matters, and how foreign investors can prepare them correctly the first time.

This article is written for overseas founders, CFOs, legal teams, and expansion managers who want clarity, compliance, and speed.

Why documentation matters for foreign companies in Nepal

Nepal welcomes foreign investment, but company incorporation is strictly document-driven. Authorities verify ownership, intent, capital source, and compliance before approving registration.

Key regulators involved include:

• Office of the Company Registrar

• Department of Industry

• Nepal Rastra Bank

• Inland Revenue Department

A single inconsistency across documents can pause the entire process.

Types of companies foreign investors can register in Nepal

Before preparing documents, foreign companies must choose the correct legal structure.

Common options

• Private Limited Company

• Branch Office

• Liaison Office

• Joint Venture with a Nepali partner

Each structure has overlapping but distinct documentation requirements.

Documents required for company registration Nepal (foreign-owned company)

This section provides the authoritative checklist used in practice.

1. Corporate documents of the foreign parent company

Foreign investors must prove legal existence and authority.

Mandatory documents include:

• Certificate of Incorporation (parent company)

• Memorandum and Articles of Association

• Company Profile or Business Registration Extract

• Board Resolution approving Nepal investment

• Shareholder Resolution (if applicable)

All documents must be notarised and apostilled or consularised.

2. Identity documents of shareholders and directors

Nepal requires full transparency of ownership.

• Passport copies of all shareholders

• Passport copies of all directors

• Passport-size photographs

• Residential address proof (sometimes requested)

Practical tip: Passport names must match corporate records exactly.

3. Proposed company documents in Nepal

These define the new Nepali entity.

• Proposed company name (3 alternatives recommended)

• Memorandum of Association (MoA)

• Articles of Association (AoA)

• Registered office address in Nepal

• Shareholding structure

The MoA and AoA must comply with the Companies Act 2006.

4. Foreign Direct Investment (FDI) approval documents

Foreign ownership requires FDI approval before registration is finalised.

• Project Report or Business Plan

• Joint Venture Agreement (if applicable)

• Technology Transfer Agreement (if applicable)

• Investment amount declaration

These are reviewed by the Department of Industry.

5. Bank and capital-related documents

Capital inflow must be traceable and compliant.

• Bank recommendation letter

• Source of funds declaration

• Commitment letter for capital injection

Funds must enter Nepal through an approved banking channel.

6. Power of Attorney (PoA)

Foreign directors usually grant authority to a local representative.

• PoA authorising incorporation activities

• Notarised and apostilled

• Clearly defined scope

Numbered checklist: documents required for company registration Nepal

1. Parent company incorporation certificate

2. Parent company MoA and AoA

3. Board resolution approving Nepal investment

4. Passports of shareholders and directors

5. Proposed Nepali company MoA and AoA

6. FDI project report

7. Bank recommendation and capital commitment

8. Power of Attorney

9. Office address agreement in Nepal

This checklist aligns with real approval workflows.

Comparison table: local vs foreign company documentation

This table explains why foreign registrations need more preparation.

Common documentation mistakes foreign companies make

Avoid these issues to save weeks.

• Apostille missing or invalid

• Board resolution wording too generic

• Business scope too broad or restricted

• Capital figures inconsistent across documents

• Name mismatch between passports and resolutions

How long does document verification take in Nepal?

Document review typically follows this timeline:

• OCR review: 3–5 working days

• FDI approval: 7–15 working days

• Tax and bank registrations: 5–7 working days

Delays usually stem from document corrections.

Documents required after company registration

Registration is only the beginning.

Post-incorporation documents include:

• PAN and VAT registration

• Share certificates

• Company seal

• Statutory registers

• Bank account opening forms

Compliance laws governing documentation

Foreign companies must align with:

• Companies Act 2006

• Foreign Investment and Technology Transfer Act

• Income Tax Act

• Nepal Rastra Bank directives

Proper documentation ensures compliance across all these laws.

Why expert support reduces document risk

Foreign companies unfamiliar with Nepal often underestimate documentation detail.

Expert advisors help by:

• Drafting regulator-accepted resolutions

• Aligning FDI and OCR filings

• Managing apostille standards

• Coordinating bank and tax registrations

This reduces rejections and accelerates approvals.

Call to action

If you want a zero-delay checklist and regulator-ready document templates, speak with our Nepal expansion specialists today. We guide foreign companies from document preparation to full operational launch.

Conclusion

Preparing the documents required for company registration Nepal is not just a formality. It is a compliance process that determines speed, approval success, and long-term operational stability. With the right documents, foreign companies can register smoothly and focus on growth instead of corrections.

Frequently Asked Questions (People Also Ask)

What are the mandatory documents for foreign company registration in Nepal?

Foreign companies must submit parent company documents, passports, board resolutions, FDI approvals, and notarised authorisations.

Do documents need to be apostilled for Nepal?

Yes. Foreign documents must be notarised and apostilled or consularised to be accepted.

How long does company registration take in Nepal?

With complete documents, foreign registrations usually take 3–5 weeks.

Can a foreigner register a company without visiting Nepal?

Yes. A Power of Attorney allows local representatives to complete registration.

Is FDI approval mandatory for foreign companies?

Yes. Any foreign ownership requires formal FDI approval before registration.