Company registration in Nepal is straightforward when you follow the right sequence. In 2025, foreign companies benefit from clearer FDI rules, a One-Stop Service Centre, and online filings. This guide explains entity options, approvals, documents, timelines, and compliance so you can launch fast and stay audit-ready.
You’ll get a practical, step-by-step checklist, a comparison table (subsidiary vs branch vs liaison), and answers to “People Also Ask.” We also reference core laws and official guidelines so your team can validate every step.
Foreign founders and CFOs setting up in Nepal
Legal, tax, and compliance teams supporting market entry
VCs and PE firms evaluating portfolio expansions
Global HR and mobility leaders planning staffing in Nepal
Entity choices: Wholly-owned Private Limited (subsidiary), Branch Office, or Liaison/Representative Office.
Approvals: Most foreign projects go through the Department of Industry (DOI) under the One-Stop Service Centre (OSSC). Very large or strategic projects go to Investment Board Nepal (IBN).
Minimum foreign investment (general): NPR 20 million per project (policy in effect and referenced by DOI guidance through 2024–2025). Certain ICT activities can be exempt from the minimum under the automatic route as per DOI communications.
Negative list: Some primary agriculture, cottage industries, and selected sensitive activities remain closed or restricted to foreign investors.
Forex & repatriation: Capital inflows and profit repatriation proceed via Nepal Rastra Bank (NRB) once taxes and filings are cleared.
Company filing: Office of the Company Registrar (OCR) handles name approval and incorporation through its e-Services portal.
Tax IDs & returns: PAN (tax ID) and VAT (if applicable) with the Inland Revenue Department (IRD), then routine filings and annual audit.
Good to know: Nepal’s Companies Act (2063/2006), FITTA (2019) + Rules (2021), Industrial Enterprises Act (2020), Income Tax Act (2002), VAT Act (1996), Labor Act (2017), and Foreign Exchange Regulation Act (1962) anchor the process.
A. Private Limited Subsidiary (most common)
Separate legal entity in Nepal.
100% foreign ownership usually allowed (unless restricted sector).
Broad scope to invoice locally, hire, and sign contracts.
B. Branch Office
Extension of the foreign parent.
Allowed to earn revenue only within approved scope.
Often chosen for short-term projects or regulated sectors.
C. Liaison/Representative Office
No revenue-generating activity in Nepal.
Market research, promotion, coordination only.
Decision factors: sector permissions, tax profile, speed, brand control, and planned scale.
DOI (OSSC): standard FDI approvals and most industries.
IBN: very large or strategic investments (e.g., multi-billion rupee or marquee projects).
Sector regulators: telecom, insurance, banking, energy, healthcare, etc.
Pro tip: Check whether your activity is on the Negative List. If it is, consider a different model (e.g., services instead of primary production) or structure (e.g., contract manufacturing).
Prepare 2–3 name options that reflect your objects.
Avoid prohibited or misleading words.
Reserve the name via OCR e-Services.
Outcome: name reservation letter.
Memorandum of Association (MOA) and Articles of Association (AOA) that match your business objects and FDI approval.
State share capital, shareholding, registered office, directors, and authorised signatories.
Prepare board resolutions from the parent approving investment and signatories.
Language & notarisation: English is typical for foreign investors; notarise/apostille as required. Keep Nepali translations ready where authorities request them.
Submit MOA, AOA, director/ shareholder KYC, address proofs, photos, and declarations (including beneficial ownership disclosure).
Pay government fees (based on authorised capital slabs).
Track OCR queries and respond promptly.
Outcome: Certificate of Incorporation and Company Registration Number.
File investment application with project profile, financials, parent documents, and source of funds.
Align project cost with the minimum foreign investment rule (NPR 20 million general threshold; policy flexibility for certain ICT activities).
Specify technology transfer, if any (royalties, technical know-how, or trademark license).
Outcome: FDI Approval Letter with permitted activities and equity composition.
Open an FDI collection account at an A-class commercial bank.
Apply to NRB for inward remittance approval and subsequent repatriation rights.
Remit capital through banking channels quoting the approval details.
Outcome: NRB approval; bank evidences each inflow for your share register.
PAN (tax ID) at IRD; VAT if your activity crosses thresholds or is VAT-mandated.
Local municipality trade/operating license if required by your location and activity.
Sector permits where applicable (e.g., health import license, ISP license).
Share allotment & share register updated after remittance.
Board meeting to adopt policies, appoint auditors, and approve bank signatories.
Employment: issue written contracts; follow Labor Act 2017; enroll employees to social security where applicable.
Accounting: maintain books, with annual audit and AGM; file annual returns with OCR and IRD.
Corporate documents (parent):
Certificate of incorporation, charter, and good-standing letter
Latest shareholding and board list
Board resolution approving Nepal investment
Beneficial ownership declaration
KYC & signatories:
Passports of directors/authorised signatories
Photos and addresses
Power of Attorney for local submissions
Project & financials:
Business plan and 3-year financial projections
Capital structure and funding schedule
Technology/brand license terms (if any)
Local documents:
Office lease or address proof in Nepal
Draft MOA/AOA reflecting approved objects
Auditor consent letter (if required)
Name reservation (OCR): 1–3 business days
MOA/AOA drafting & notarisation: 3–7 business days
Incorporation (OCR review & approval): 3–10 business days
FDI approval (DOI/IBN): 2–4 weeks for standard cases
NRB approval & first remittance: 1–2 weeks
PAN/VAT and municipality license: 1–5 business days
Bank account operational: 1–3 business days after KYC
Note: Timelines vary by sector, completeness of file, and public holidays. Build buffers.
Authorised capital & fees: Government fees scale with authorised capital slabs.
Minimum foreign investment: NPR 20 million (general), with policy-level ICT exceptions under automatic route.
Professional fees: Legal, translation, audit, and secretarial support vary by complexity.
Ongoing: Annual audit, tax filings, and license renewals.
Tip for CFOs: Model paid-up tranches aligned to milestones (fit-out, first hires, regulatory approvals) to optimise cash use and interest on idle capital.
Corporate income tax: Standard rates apply by sector. Incentives exist for priority/remote industries in the Industrial Enterprises Act and annual Finance Acts.
Withholding tax: On services, interest, royalties, and dividends, subject to domestic rules and any applicable treaties.
Indirect taxes: VAT applies to most goods and many services.
Payroll: Written contracts, overtime rules, leave, and benefits under the Labor Act 2017; employer contributions to the Social Security Fund follow the Social Security Act/Rules where applicable.
Always confirm sector-specific rates and any treaty positions with a Nepal tax advisor before invoicing or repatriation.
Permitted remittances: dividends, loan principal/interest, royalty/technical fees, lease rentals, and sale proceeds (on exit), subject to documentary compliance.
Pre-conditions: tax clearance, board approvals, and NRB permission referencing the original FDI approval and share certificates.
Banking: Use designated A-class banks, maintain proper purpose codes, and keep a reconciliation file (remittances, contracts, tax proofs).
Hold your AGM within the statutory period after financial year end.
File annual returns and audited financials with OCR and IRD on time.
Maintain statutory registers: members, directors, charges, and beneficial owners.
Record board resolutions for key actions (capital calls, banking, contracts).
Implement risk policies: related-party controls, procurement, data protection, KYC/AML where relevant.
Mismatch between MOA/AOA and FDI approval
Keep objects and activity codes consistent across OCR, DOI/IBN, and NRB.
Treaty assumptions
Confirm if a double-tax treaty exists and how it applies before paying royalties or services.
Negative-list surprises
Validate sector eligibility early. If restricted, explore a different activity or structure.
Weak documentation for NRB
Keep a capital file: approvals, SWIFT slips, bank credits, share allotments, tax receipts.
Ignoring labor compliance
Issue contracts, maintain attendance, and follow leave and termination rules.
Delay in annual filings
Put a compliance calendar in your first board meeting minutes.
| Feature | Private Limited Subsidiary | Branch Office | Liaison/Rep Office |
|---|---|---|---|
| Legal status | Separate Nepal entity | Extension of foreign parent | No separate legal entity |
| Revenue in Nepal | Yes | Yes (approved scope) | No (non-commercial) |
| FDI approval | Required (DOI/IBN) | Required (as applicable) | Required (as applicable) |
| OCR filing | New company registration | Foreign company branch registration | Foreign company liaison registration |
| Taxable in Nepal | Yes | Yes | No, if no income |
| Profit repatriation | Dividends via NRB after tax | Branch profits via NRB after tax | Not applicable |
| Branding & contracts | Full local contracting power | Contracts in branch name | No contracts for fee-earning |
| Suitable for | Long-term operations | Project-based, regulated sectors | Market study, coordination |
Note: Sector regulators may impose extra licenses regardless of form.
Select vehicle (subsidiary vs branch vs liaison).
Validate sector (negative-list and regulator).
Reserve name (OCR).
Draft MOA/AOA and board resolutions.
File incorporation (OCR).
Apply for FDI approval (DOI/IBN).
Secure NRB approval and open FDI bank account.
Remit capital and allot shares.
Obtain PAN/VAT and municipality license.
Hire first employees; set payroll and policies.
Sign first client and vendor contracts.
Prepare for first audit and compliance calendar.
Align objects across OCR, DOI/IBN, and NRB documents.
Maintain bilingual seals and templates if you deal with local offices.
Use purpose-built PoAs for filings and bank KYC.
Pre-clear royalty and technical fee models to avoid withholding surprises.
Keep scanned copies of all approvals and SWIFT receipts in a single drive.
Book board meetings on a fixed annual calendar (AGM, audit, budgets).
1) What is the minimum capital to register a company in Nepal?
There’s no statutory minimum paid-up capital for a domestic private limited. For foreign investment, plan NPR 20 million per project, with certain ICT exceptions under the automatic route.
2) How long does company registration take in Nepal?
With complete papers, OCR incorporation can be done within one to two weeks. Add 2–4 weeks for FDI and 1–2 weeks for NRB. Buffer for sector approvals.
3) Can a foreigner own 100% of a Nepal company?
Yes, in most permissible sectors. Some activities are restricted or prohibited under the Negative List or sector laws.
4) Do I need a local partner or director?
Not generally. Many foreign-owned subsidiaries have only foreign shareholders and directors, subject to KYC and sector rules.
5) How do I repatriate profits from Nepal?
After paying taxes and filing returns, apply through your A-class bank with NRB permissions, dividend minutes, tax proofs, and share registers.