Company registration in Nepal is now faster, digital, and predictable. The government has pushed online filing, standardized forms, and single-window approvals. Foreign investors can file most steps on secure portals. You still need a local expert. Rules are precise. Documentation must align with the Companies Act and FITTA. This guide explains the online process, FDI requirements, realistic timelines, and DCV’s service packages.
You will learn each step. You will see what documents you need. You will avoid common mistakes. You will also get a clear, no-surprise view of costs and inclusions.
Nepal’s company ecosystem has matured. Digital portals reduce in-person visits. Formal requirements are strict, yet clear. Authorities focus on beneficial ownership, capital proof, and sector compliance. This is good for serious investors. It also reduces fraud and name-lending.
What this means for you:
Faster name checks and digital filings.
Clearer FDI paths for majority foreign ownership.
Stronger compliance for taxes, FX, and labor.
Predictable timelines with proper documentation.
Key laws and guidance used in this article (no links):
Companies Act 2063 (2006). Foreign Investment and Technology Transfer Act 2019 (FITTA 2019). Foreign Investment and One-Stop Service guidelines 2019. Foreign Investment and Loan Management Bylaw 2078 (2021) issued by Nepal Rastra Bank (NRB). Industrial Enterprises Act 2076 (2019). Income Tax Act 2058 (2002). Value Added Tax Act 2052 (1996). Labor Act 2074 (2017). Social Security Act 2074 (2017). Beneficial Ownership directives issued under the Companies Act.
Note: Content reflects the regulatory position commonly applied as of 15 September 2025. Always confirm specific sector rules before filing.
The process below covers private limited subsidiaries and FDI situations. Domestic shareholders follow a similar path but skip FDI approvals.
Subsidiary (Private Limited): Separate legal entity. Full operations.
Branch Office: Activities limited to parent’s scope. Taxable presence.
Liaison Office: Non-commercial representation only. No revenue.
Most foreign firms choose a subsidiary for flexibility and banking ease.
Search exact and similar names.
Avoid restricted or sensitive words without approvals.
Reserve the approved name online.
Keep supporting docs ready for quick filing.
Define foreign and local percentages.
Confirm the minimum paid-up capital if your sector sets one.
Align capital with realistic first-year costs.
Prepare capital justification and source of funds notes.
MOA and AOA tailored to your activities.
Include FDI language, technology transfer (if any), and repatriation.
Add clear director powers, quorum, and reserved matters.
Insert arbitration and governing law clauses that suit Nepal law.
Prepare project profile, financials, and parent documents.
Verify sector openness and equity caps.
File with the Department of Industry (DOI) for most sectors.
Strategic or large projects may follow the Investment Board route.
Upload shareholder KYC, board resolutions, and notarized IDs.
Disclose Beneficial Owners as per Companies Act directives.
Pay prescribed fees.
Track statuses in your dashboard.
After FITTA approval and incorporation, register the FDI with NRB.
File equity inflow plan, valuation basis, and banking channel details.
Register for future repatriation rights (dividends, disinvestment, fees).
Align loan or royalty structures with the NRB Bylaw 2078 (2021).
Open a capital account in a commercial bank.
Remit equity via normal banking channels.
Keep swift/FIRC records for proof of inward remittance.
Update share register once funds land.
Obtain PAN.
Assess VAT registration need based on activity and thresholds.
Set up e-filing credentials.
Adopt a compliant accounting system from day one.
Register with the Social Security Fund if you hire staff.
Prepare compliant employment contracts and policies.
Observe minimum wages and leave rules under the Labor Act.
Examples: education services, fintech, health, telecom, or firearms-related research.
Some activities require prior consent or post-incorporation license.
Align your MOA scope to the license dictionary used by the regulator.
Execute lease.
Activate payroll and HRIS.
Adopt internal controls for invoices, withholding, and VAT credits.
Roll out cybersecurity and data privacy basics.
Typical timelines:
Name and drafting: 2–5 working days.
FDI approval: 10–25 working days, depending on sector and completeness.
Incorporation: 3–7 working days after correct filings.
NRB registration and bank setup: 7–14 working days.
Tax and labor setup: 3–7 working days.
Sector license: varies by regulator.
These ranges assume complete documents and quick sign-offs.
Full operating rights.
Separate liability shield.
Cleaner banking and vendor onboarding.
Easiest path for scale and hiring.
Mirrors parent scope.
Taxable in Nepal.
Often used for projects tied to parent contracts.
Approvals focus on parent’s track record.
Non-commercial.
Market research and coordination only.
No invoicing in Nepal.
Lower overhead, but limited function.
Below are DCV’s standardized packages. These help you budget and delegate. Government fees, third-party charges, and taxes are separate unless stated.
| Feature / Inclusion | Starter | Standard | Premium | Enterprise |
|---|---|---|---|---|
| Entity type | Pvt. Ltd. (domestic) | Pvt. Ltd. (FDI-ready) | Pvt. Ltd. (FDI + NRB) or Branch | Custom (subsidiary/branch/liaison/JV) |
| Name reservation & drafting (MOA/AOA) | ✓ | ✓ | ✓ | ✓ Advanced |
| FDI filing (FITTA) | — | ✓ Basic | ✓ Priority | ✓ Strategic/complex |
| NRB investment registration | — | — | ✓ | ✓ Advanced structures |
| Beneficial Ownership filing | ✓ | ✓ | ✓ | ✓ |
| PAN & VAT registrations | ✓ | ✓ | ✓ | ✓ |
| Labor & Social Security setup | — | ✓ Basic | ✓ | ✓ Enterprise HR pack |
| Banking support | Guidance | Preferred banks | Concierge | Multibank and treasury review |
| Sector license advisory | — | Light check | Standard pack | Full regulatory liaison |
| Compliance calendar & SOPs | — | ✓ | ✓ Enhanced | ✓ with controls testing |
| Post-incorporation bookkeeping setup | — | ✓ | ✓ | ✓ with policies and training |
| Turnaround (indicative) | 10–15 days | 15–30 days | 25–45 days | 30–60 days |
| Dedicated manager | Shared | Named | Senior | Partner-led |
| Reporting cadence | Weekly | Weekly | Twice weekly | Custom/board-ready |
Notes:
Add-ons include legal opinions, technology transfer agreements, intercompany pricing memos, and payroll outsourcing.
Complex sectors may require timeline extensions due to license reviews.
MOA and AOA tailored to the exact activity list.
Board resolutions for foreign share subscriptions.
Specimen signatures and appointment letters for directors.
Beneficial ownership disclosures per Companies Act guidance.
FITTA approval package, including financial model summary.
NRB foreign investment registration for equity and loans.
OCR incorporation, updates, and share register formalities.
PAN/VAT registration, e-filing setup, and initial tax profile.
Bank selection aligned to your transaction volume.
Equity inflow walkthrough using compliant channels.
Documents for future repatriation and audits.
Treasury SOPs for incoming and outgoing FX.
Offer letters and contracts aligned to Labor Act 2074.
Onboarding checklists and leave policy templates.
Social Security registration and contribution guidance.
Tax calendar with monthly, quarterly, and annual duties.
Voucher, invoice, and credit note formats.
Expense policy, approval matrix, and petty cash controls.
Management report templates for founders and boards.
Founders and parent company:
Certificate of incorporation or equivalent.
Memorandum and Articles (or charter/bylaws).
Board resolution approving Nepal investment and signatories.
Ultimate Beneficial Owner declaration for each chain tier.
Passports of directors and authorized signatories.
Proof of address and good standing (if requested).
Audited financials or bank letter (for some sectors).
Nepal entity filings:
Proposed MOA/AOA.
List of directors and shareholding structure.
Registered office address and tenancy support.
Sector-specific documents (if any).
Project profile for FITTA, with basic financial plan.
Online steps reduce visits. Yet, review cycles still take time.
Name issues or activity scope confusion can add days.
FDI files move fastest when documents are notarized and consistent.
NRB queries often focus on valuation and inflow method.
Sector licenses can require interviews or site checks.
Plan buffers:
Build a two-week buffer for dependencies and signatories.
Budget extra time for holidays and audit seasons.
Keep a director locally available for urgent signings.
Costs split into three buckets:
Professional fees: drafting, filings, advisory, and project management.
Government fees: OCR, FITTA, NRB, IRD, and any sector license fees.
Third-party disbursements: notary, translation, stamp duty, courier, and bank letters.
Tips to optimize total cost:
Finalize the activity list once. Changes trigger re-filings.
Use one consolidated notarization pack.
Sequence FDI and NRB filings to avoid duplication.
Document equity inflows with clean trails for future repatriation.
Your obligations start on day one. Missing early filings creates compounding risk.
Core compliance calendar:
Monthly: VAT returns (if registered). Withholdings on salaries and vendors.
Quarterly: Advance tax reviews. Management reporting to headquarters.
Annually: Financial statements, board meetings, AGM, tax finalization, and audit (if required).
Event-based: Director changes, share transfers, address updates, or capital increases.
Payroll and HR:
Use compliant payslips and maintain leave records.
Credit Social Security contributions on time.
Keep employment files complete and accessible.
FX and intercompany:
Maintain contracts for service fees and royalties.
Align pricing with transfer pricing rules.
Seek NRB updates before loans or downstream guarantees.
Vague activity scope: Leads to license conflicts later. Draft precise MOA objects.
Beneficial owner gaps: Incomplete chains trigger queries. Map every tier.
Equity inflow mismatches: Remit from approved parent accounts. Keep swift copies.
Unclear managerial authority: Define local director powers and bank limits.
Ignoring labor rules: Create policies early. Train managers.
VAT registration timing: Register when thresholds or contracts demand it.
Weak document retention: Keep digital and physical sets in Nepal.
One team, full stack: Legal, tax, HR, and banking in a single plan.
FDI depth: Experience across tech, services, manufacturing, and logistics.
Operational handover: We deliver SOPs and a compliance calendar.
Scalable support: From a minimal liaison to a 100-person operation.
Governance mindset: We set controls that withstand audits and diligence.
Confirm structure and equity.
Reserve name on OCR.
Draft MOA/AOA and BO disclosures.
File FITTA if foreign equity.
Incorporate with OCR.
Register FDI with NRB.
Open bank and remit equity.
Get PAN, and VAT if required.
Register labor and Social Security.
Launch operations with SOPs.
Business registration in Nepal
Register a company in Nepal online
Nepal company formation
FDI approval Nepal
NRB foreign investment registration
Department of Industry Nepal
Beneficial ownership filing Nepal
PAN VAT registration Nepal
Subsidiary vs branch Nepal
Liaison office Nepal rules
1) How long does company registration in Nepal take?
Allow 3–7 working days for incorporation once papers are correct. FDI and NRB steps add weeks. Complex sectors may add more time. Plan a two-week buffer.
2) Can a foreign company own 100% of a Nepal subsidiary?
Yes, if the sector is open under FITTA. Some areas restrict or condition foreign equity. Check your activity list before filing.
3) Is a liaison office allowed to invoice customers?
No. A liaison office cannot trade or earn revenue in Nepal. It handles representation and coordination only.
4) What proof is required for foreign investment?
Authorities need parent documents, board approval, KYC, and fund trails. Inward remittance proofs and NRB registration are essential.
5) Do we need VAT registration from day one?
It depends on your activities and thresholds. Contracts in VAT-sensitive sectors may require immediate registration.