If you plan to incorporate a company in Nepal, rules differ for NRNs and foreigners. The overall path stays similar. You confirm sector eligibility. You secure foreign investment approval. You register the company. You then record capital and set up repatriation. This guide explains each step in clear, practical language. It highlights the most common risks and how to avoid them.
NRNs and foreign investors can invest in most permitted sectors. Ownership can reach 100 percent in many industries. Some sectors remain restricted. A negative list exists. Large projects require higher-level approval. Capital inflows must be recorded for repatriation. Your timeline improves with complete documents and clean ownership records.
NRN (Non-Resident Nepali). A person of Nepali origin holding foreign citizenship, or a Nepali citizen living abroad.
Foreign investor. Any non-resident individual or entity investing foreign currency or technology.
Key point. NRNs often enjoy additional facilities under dedicated NRN provisions. They still follow the foreign investment framework for capital and repatriation.
Most industries are open to foreign or NRN investment. A negative list restricts or prohibits some activities. Examples often include sensitive agriculture, cottage industries, and certain personal services. Sector regulators can also set licensing conditions. Always confirm the latest list and sector caps before planning.
Many permitted sectors allow up to 100% foreign ownership.
A general minimum investment threshold may apply to foreign investors.
Some policy tracks ease entry for technology or export-oriented services.
Thresholds and caps can change. Confirm the current figure before filing.
Where a special route applies, minimums can differ or be waived.
Department of Industry (DOI). Handles standard-size foreign investments.
Investment Board Nepal (IBN). Handles very large investments and some strategic sectors.
Rule of thumb. Use DOI for typical projects. Use IBN for high-ticket or strategic projects.
Tip. If your project grows, you may transition into IBN purview.
Use this sequence to reduce rework. Keep sentences short. Keep files clean.
Confirm sector eligibility
Check the negative list and any sector caps. Confirm if a fast-track or automatic route applies. Validate the minimum investment rule for your case.
Choose the legal vehicle
Most investors choose a Private Limited Company. It is flexible and fast. A Public Limited Company suits fundraising from the public. Branch and liaison options also exist.
Design the ownership structure
Map the parent, subsidiaries, and beneficial owners. Prepare cap tables. Plan director composition. Keep KYC consistent across documents.
Prepare the project dossier
Draft a crisp project report. Include market rationale, investment schedule, and projected jobs. Add a compliance plan for licenses and taxes.
Apply for foreign investment approval
File at DOI or IBN, based on ticket size and sector. Include KYC, ownership charts, and source-of-funds. Expect targeted queries on BO details.
Reserve the company name
Use the Office of the Company Registrar portal. Keep names distinctive and lawful. Align with your trademark plan.
Draft the MOA and AoA
Define objects, capital, and share classes. Add director powers and quorum rules. Keep your objects aligned with approved activities.
Register the company at OCR
File incorporation forms with supporting papers. Obtain the certificate of incorporation. Appoint the board. Record the registered office.
Tax registrations
Obtain PAN. Register for VAT if required. Align your tax method with your revenue model.
Local government registration
Register with your ward or municipality. Keep the address proof and tenancy documents tidy.
Industry registration (if required)
If your activity qualifies as an “industry,” complete the industry registration. This is separate from company registration.
Open the bank account
Open a local account in Nepal. Align signatories with your board resolutions. Prepare to receive capital.
Remit capital through banking channels
Use approved channels. Reference the approval letter. Keep swift messages and bank certificates.
Record the investment with NRB
Record capital inflows within the prescribed window. This unlocks dividend and exit repatriation later.
Obtain sectoral licenses
Energy, finance, telecom, or health may need extra approvals. Start early to avoid delays.
Set up payroll and HR
Register for social security if applicable. Issue local employment contracts. Build compliance calendars.
Operational readiness
Execute leases and vendor contracts. Configure accounting and ERP. Establish internal controls and approval matrices.
Ongoing compliance
File annual returns. Maintain minutes and registers. Renew sectoral permits. Track tax and FX reporting calendars.
Investor KYC. Passports, certificates of incorporation, and board resolutions.
Ownership charts. Show all layers and beneficial owners.
Project report. Market, capex, opex, jobs, and milestones.
MOA and AoA. Clear objects and capital structure.
Registered office proof. Lease or ownership documents.
Bank documents. Swift copies and remittance certificates.
NRN documents. NRN identification, if claiming NRN facilities.
Powers of Attorney. For local filings and representation.
Compliance calendar. Annual, quarterly, and monthly tasks.
Private Limited Company. Best for most entries. Fast to set up and operate.
Public Limited Company. Suitable for eventual public fundraising. Heavier disclosure rules apply.
Branch Office. Works when activities match the parent’s scope. Local compliance can be narrower.
Liaison Office. Non-revenue presence. Suits market development and coordination.
Joint Venture. Useful for distribution, localization, or regulated sectors.
| Topic | NRN investor | Foreign (non-NRN) investor |
|---|---|---|
| Eligibility | Eligible under foreign investment framework. NRN facilities may apply. | Eligible under foreign investment framework. |
| Ownership | Up to 100% in many permitted sectors. | Up to 100% in many permitted sectors. |
| Minimum investment | General thresholds apply unless an exception exists. | Same rule applies. |
| Bank accounts | Can access facilities tied to NRN status. | Standard foreign investor banking process. |
| Approvals | DOI for standard. IBN for large or strategic. | Same approval route. |
| Negative list | Applies equally. | Applies equally. |
| Repatriation | Allowed upon FX recording and compliance. | Allowed upon FX recording and compliance. |
| Property rules | NRN property facilities may exist. Verify current limits. | Property ownership is restricted. Explore leases or company use. |
Preparation. Two to four weeks for documents and structuring.
Approvals. One to eight weeks, depending on authority and sector.
Registration. One to two weeks for OCR and tax.
Capital and recording. One to three weeks after bank setup.
Licensing. Two to twelve weeks, depending on regulator.
Overall range. Six to sixteen weeks for standard cases. Large or regulated projects take longer.
Note. Timelines vary with document quality, sector checks, and BO clarifications.
Record every capital inflow on time.
Keep all bank and swift documents.
Maintain board approvals for dividends.
Track tax clearances before remittance.
Repatriation covers dividends, sale proceeds, royalties, and liquidation.
Consistent records protect exits and secondary transfers.
Obtain PAN and, if needed, VAT.
Choose accounting policies early.
Implement monthly closings and controls.
Prepare transfer pricing files where applicable.
Track withholding on cross-border services and royalties.
Consider double tax relief under eligible treaties.
Use clean invoicing and e-filings to avoid penalties.
Wholly-owned subsidiary. Full control. Clean governance. Straight repatriation when recorded.
Joint venture. Adds local strengths. Useful for distribution or licenses.
Branch office. Limited scope. Suits contract execution or services.
Liaison office. No revenue. Focus on representation and sourcing.
Hybrid pathway. Start liaison. Upgrade to subsidiary when revenue begins.
Negative list mismatch. Confirm sector classification before any commitment.
Objects misalignment. Ensure MOA objects match approval and industry codes.
Late FX recording. Missing the window risks repatriation rights.
BO opacity. Unclear beneficial ownership slows approvals.
Lease gaps. Weak office documentation delays filings.
Tax method drift. VAT and withholding errors create compounding risk.
License timing. Permit lead times can exceed build schedules.
Government fees and stamp duties.
Notary, translation, and legalization costs.
Professional fees for legal, tax, and FX.
Office lease and fit-out.
Payroll and HR setup.
Industry permits and inspections.
Annual compliance and audits.
1) Can I own 100% of my Nepal company as a foreigner?
Yes, in many permitted sectors. The negative list still applies. Sector regulators may also set conditions.
2) What is the minimum foreign investment to start?
A general threshold often applies. Special routes can adjust or waive minimums for specific sectors. Confirm the current rule.
3) Do I need central bank approval to bring capital?
You bring capital after investment approval. You must record inflows within deadlines. Recording unlocks dividend and exit repatriation.
4) Is the process different for NRNs?
The investment path is similar. NRNs may receive additional facilities under NRN provisions. Capital and repatriation still follow foreign investment rules.
5) Who approves my investment, DOI or IBN?
Standard projects go through DOI. Large or strategic projects go through IBN. Your approval letter supports OCR incorporation.