Can NRNs Register a Company Online in Nepal?

Non-Resident Nepalis (NRNs) often face confusion when trying to invest or start a business in Nepal. Questions around company registration Nepal, approvals from the Department of Industry, and compliance with Nepalese tax and labour laws make the process overwhelming. If you are an NRN wondering whether you can register a company online in Nepal, this guide explains everything from the OCR process to tax compliance, NRB approvals, and foreign ownership rules.

By the end of this article, you will understand the step-by-step online registration process, legal requirements under FITTA 2019 and the Companies Act 2006, and how Digital Consulting Ventures (DCV) can simplify your company incorporation in Nepal.

Understanding NRN Company Registration in Nepal

Who Can Register a Company as an NRN?

NRNs are eligible to register companies in Nepal, subject to certain legal requirements:

• Must comply with FITTA 2019 for foreign investment

• Require NRB approval if capital is being brought in from abroad

• Must meet local compliance for PAN and VAT registration, Social Security Fund, and labour regulations

Foreign ownership rules allow NRNs to hold up to 100% equity in certain sectors while other sectors require joint ventures with Nepali partners (Companies Act 2006, FITTA 2019).

Key Legal Frameworks

• Companies Act 2006 & Rules 2064 – Governs company incorporation and registration

• FITTA 2019 – Rules for foreign investment, capital repatriation, and equity ownership

• NRB Directives – For foreign remittance, FDI approval, and banking compliance

• Income Tax Act 2002 & VAT Act 1996 – Registration for tax and indirect taxation

• Labour Act 2017 & Social Security Act 2018 – Employee compliance

• Industrial Enterprises Act 2020 – Special approvals for industrial units

Types of Companies NRNs Can Register in Nepal

NRNs can choose from the following structures:

• Private Limited Company – Most common for NRNs; allows limited liability and 100% foreign ownership in approved sectors.

• Public Limited Company – Requires a minimum number of shareholders and stricter regulatory compliance.

• Branch of Foreign Company – Allows existing foreign companies to operate in Nepal without creating a new legal entity.

• Partnership / Joint Venture – Suitable for NRNs investing with local partners

Benefits of Online Company Registration for NRNs

• Faster registration through the OCR portal

• Reduced paperwork and travel to Nepal

• Compliance with all legal requirements in one process

• Digital submission allows NRB and DOI approvals without delays

• Convenient online application from anywhere

• Immediate availability of digital documents

• Integration with PAN and VAT registration

• Streamlined Social Security Fund compliance

• Access to government incentives for foreign investment

Step-by-Step Process for NRN Online Company Registration in Nepal

1. Name Reservation – Submit proposed company names online via the OCR portal for approval

2. NRB Approval – Apply for foreign capital inflow and registration with the central bank

3. Department of Industry (DOI) Approval – Submit business plan, foreign ownership details, and other required documents

4. Company Registration through OCR – Complete digital form, submit shareholder documents, and pay registration fees

5. PAN and VAT Registration – Register for tax purposes with Inland Revenue Department

6. Social Security Fund Registration – Mandatory for NRN-owned companies hiring employees

7. Labour Compliance – Ensure adherence to Labour Act 2017 and bonus regulations

8. Final Incorporation Certificate – Issued by DOI, allowing operations to commence

9. Optional FDI Incentives – Claim foreign investment benefits under FITTA 2019

Key Requirements for NRNs

• Valid NRN certificate and passport

• Proof of foreign capital remittance (NRB approval)

• Business plan and articles of association

• Minimum paid-up capital as per sector requirements

• Compliance with sector-specific FDI rules

NRN vs Local Registration

Accounting and Audit Compliance for NRN Companies

NRNs must comply with:

• Annual financial statements prepared under Nepal Accounting Standards

• Tax filing under Income Tax Act 2002 and VAT Act 1996

• Audit requirements as per the Companies Act 2006

• Labour and Social Security Fund reporting

Failing to comply can lead to penalties, delayed approvals, and reputational risk.

Sector-Specific Rules for NRN Investment

Not all sectors allow full foreign ownership. Under FITTA 2019, sector rules include:

• Allowed 100% foreign ownership: IT, consultancy, export industries, education

• Restricted sectors: Banking, media, insurance, real estate (may require a Nepali partner)

• Special approvals: DOI approval or other ministry permissions may be required for regulated sectors

This ensures compliance with Nepalese industrial and economic policy while protecting local business interests.

NRB Guidelines on Foreign Capital Remittance

NRNs must follow Nepal Rastra Bank (NRB) directives for capital inflows:

• Declare initial capital with NRB for approval

• Minimum capital requirements vary by sector

• Profits can be repatriated abroad following NRB approval

• Record all remittances for audit and compliance

This ensures transparent foreign investment and legal protection for NRN companies.

Taxation and Incentives for NRNs

Corporate tax obligations:

• Standard corporate tax rate: 25% for general companies

• VAT registration mandatory if turnover exceeds threshold

• Incentives available for export-oriented businesses and certain FDI sectors under FITTA 2019

Other tax compliance requirements:

• Withholding tax on employee salaries

• Deduction of taxes on payments to suppliers

• Annual tax filing deadlines strictly enforced

Labour Law and Social Security Compliance

NRN-owned companies must follow Labour Act 2017:

• Register employees with Social Security Fund (SSF)

• Provide statutory benefits like gratuity, provident fund, and bonus

• Draft employment contracts in compliance with local laws

• Maintain proper HR and payroll records for audits

Non-compliance can lead to fines or suspension of business operations.

FDI Process for NRNs

• Submit business plan and capital details to DOI and NRB

• Ensure sector compliance under FITTA 2019

• Claim incentives for foreign investment

• Integrate FDI approval with OCR registration for faster processing

FDI vs Local Capital Comparison:

Post-Incorporation Checklist

After registration, NRN companies must:

• File annual tax returns (PAN & VAT)

• Conduct annual audit

• Maintain statutory books

• Submit labour and Social Security Fund reports

• Renew DOI approvals if needed

NRN Visas and Work Permits for Foreign Staff

• NRN-managed companies hiring foreign staff must comply with Nepal Immigration Rules

• Work permits must be applied through Department of Immigration

• Align visa approvals with company incorporation

Technology Integration in NRN Company Registration

• OCR portal reduces paperwork and speeds up registration

• Digital payment and document submission simplifies NRB and DOI approvals

• DCV leverages technology to streamline NRN registration and compliance, saving time and resources

Common Mistakes NRNs Make During Online Registration

1. Submitting incomplete documents on the OCR portal

2. Ignoring NRB foreign capital approval requirements

3. Confusing FITTA 2019 rules for sectoral restrictions

4. Delaying PAN and VAT registration

5. Overlooking labour law compliance

Avoiding these ensures smooth and fast incorporation.

Frequently Asked Questions (People Also Ask)

1. Can NRNs register a private limited company in Nepal online?
Yes, NRNs can register a private limited company online through the OCR portal with DOI and NRB approvals.

2. What approvals do NRNs need before registering a company?
NRNs require NRB approval, DOI registration, and tax registrations such as PAN and VAT.

3. How long does NRN company registration take in Nepal?
Typically, registration takes 15 to 30 days depending on document completeness and sectoral approvals.

4. Are NRNs allowed 100% foreign ownership in Nepal?
Yes, but only in sectors permitted under FITTA 2019; some sectors require joint ventures.

5. Do NRN companies need to comply with Nepalese labour laws?
Yes, NRN companies must comply with Labour Act 2017, Social Security Fund, and employee benefit requirements.

NRNs can successfully register a company online in Nepal if they follow the OCR process, obtain NRB and DOI approvals, and comply with tax and labour regulations. Understanding FITTA 2019, foreign ownership rules, and sector-specific requirements is critical for smooth incorporation.

Digital Consulting Ventures specializes in NRN company registration, tax, and compliance in Nepal. Our experts handle end-to-end incorporation, approvals, and audit compliance so you can focus on growing your business.

Book a consultation with DCV today to start your online company registration in Nepal effortlessly.