PAN, MOA, AOA & Other Essential Documents for Company Registration in Nepal

If you are a foreign company planning to enter Nepal, understanding the documents required for company registration Nepal is the single most important first step. Missing or incorrectly prepared documents are the number-one reason registrations are delayed or rejected.

This guide explains PAN, MOA, AOA, and every supporting document foreign investors need, why each document matters, and how to prepare them correctly the first time.

You will also learn how Nepal’s regulators review documents, how requirements differ for foreign shareholders, and how to structure paperwork for smooth approvals and faster timelines.

Why Nepal Is Attracting Foreign Companies

Nepal has become an increasingly attractive destination for foreign businesses due to:

• Liberalised FDI policies under FITTA 2019

• Competitive labour costs

• Access to South Asian markets

• Growing IT, consulting, infrastructure, and energy sectors

• 100 percent foreign ownership permitted in most industries

However, regulatory compliance remains document-heavy. Precision matters.

Overview of Authorities Involved in Company Registration

Foreign companies interact with multiple government bodies:

• Office of the Company Registrar (OCR) – company incorporation

• Inland Revenue Department (IRD) – PAN/VAT

• Department of Industry (DOI) – FDI approval

• Nepal Rastra Bank (NRB) – capital repatriation oversight

Each authority reviews different documents, but they must align perfectly.

Core Documents Required for Company Registration Nepal

Every foreign-owned private limited company must submit the following core documents to OCR.

1. Memorandum of Association (MOA)

The MOA is the legal backbone of your company.

It defines:

• Company name

• Registered office address

• Business objectives

• Share capital structure

• Shareholder details

Key MOA drafting rules

• Objectives must match Nepal’s negative list regulations

• Overly broad objectives increase scrutiny

• FDI-restricted activities trigger rejection

• Capital structure must match DOI approval

Tip: Draft objectives narrowly but flexibly.

2. Articles of Association (AOA)

The AOA governs internal management.

It covers:

• Director powers and duties

• Share transfer rules

• Board meetings and voting

• Dividend distribution

• Compliance obligations

Why OCR scrutinises AOA closely

• Minority protection clauses are checked

• Director appointment rules must follow the Companies Act

• Foreign director provisions must be explicit

3. Application for Company Registration

OCR requires a prescribed application form that includes:

• Proposed company name

• Registered office address

• Shareholder structure

• Director details

• Authorised capital

Errors here cause immediate rejection.

Tax Registration Documents (PAN)

4. Permanent Account Number (PAN) Registration

A PAN is mandatory before any business activity.

PAN registration requires:

• OCR incorporation certificate

• MOA and AOA

• Passport copies of foreign shareholders

• Local address proof

• Board resolution authorising PAN registration

Without PAN, you cannot:

• Open a bank account

• Hire employees

• Issue invoices

• Pay taxes

Foreign Shareholder–Specific Documents

Foreign investors must submit additional documentation.

5. Passport and Identification Documents

For each foreign shareholder and director:

• Passport copy (notarised)

• Passport-size photographs

• Proof of address (in some cases)

6. Corporate Documents (If Shareholder Is a Company)

If the foreign shareholder is a company:

• Certificate of Incorporation

• MOA and AOA (or equivalent)

• Board resolution approving Nepal investment

• Shareholding structure

• Power of attorney (if applicable)

All documents must be:

• Notarised

• Apostilled or consularised

Foreign Direct Investment (FDI) Approval Documents

7. FDI Application to Department of Industry

FDI approval is mandatory before capital injection.

Required documents include:

• FDI application form

• Project report or business plan

• MOA and AOA drafts

• Passport/company documents

• Capital structure details

• Source of funds declaration

8. Business Plan / Project Report

The project report must explain:

• Nature of business

• Capital investment

• Employment generation

• Technology transfer (if any)

• Revenue model

Weak project reports delay approval.

Registered Office and Address Proof

9. Office Address Documents

OCR requires proof of a registered office in Nepal:

• Lease agreement or ownership document

• Landlord consent letter

• Location map (sometimes requested)

Virtual offices are not accepted.

Board Resolutions and Authorisations

10. Board Resolution for Company Formation

Foreign parent companies must pass a resolution approving:

• Investment in Nepal

• Capital amount

• Nominee director

• Authorised signatory

Resolution format must align with Nepalese legal expectations.

Supporting Compliance Declarations

11. Declaration of Compliance

Directors must declare that:

• Information provided is accurate

• Business complies with Nepalese law

• No restricted activities are involved

False declarations attract penalties.

Document Checklist at a Glance

Numbered master checklist

1. Name reservation approval

2. MOA (signed and stamped)

3. AOA (signed and stamped)

4. OCR application form

5. Passport copies of shareholders

6. Corporate documents (if applicable)

7. FDI approval documents

8. Registered office proof

9. Board resolutions

10. PAN application documents

Comparison Table: Local vs Foreign-Owned Company Documents

Common Document Mistakes Foreign Companies Make

• Mismatch between MOA objectives and FDI approval

• Improper apostille format

• Inconsistent shareholder names

• Overly broad business objectives

• Missing board authorisations

These errors can delay registration by weeks.

How Long Does Document Verification Take?

Typical timelines:

• Name approval: 1–2 days

• OCR registration: 2–5 working days

• PAN registration: 1–2 working days

• FDI approval: 7–15 working days

Well-prepared documents reduce timelines significantly.

Post-Registration Compliance Documents

After incorporation, additional registrations apply:

• VAT (if applicable)

• Social Security Fund registration

• Labour office registration

• Bank account KYC documentation

Why Professional Review of Documents Matters

Nepal’s regulators rely heavily on document interpretation. A single clause in MOA or AOA can:

• Trigger regulatory scrutiny

• Restrict future business expansion

• Affect profit repatriation

Professional structuring avoids costly restructuring later.

Final Thoughts

Understanding the documents required for company registration Nepal is critical for foreign companies entering the market. From PAN, MOA, and AOA to FDI approvals and apostilled documents, every paper must align legally and strategically.

Well-prepared documentation is the difference between a smooth launch and months of delay.

Call to Action

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FAQs: Documents Required for Company Registration Nepal

1. Is PAN required before starting business in Nepal?

Yes. PAN is mandatory before opening bank accounts, issuing invoices, or hiring employees.

2. Can foreigners draft MOA and AOA themselves?

Legally yes, but poorly drafted documents often lead to OCR rejection or future compliance issues.

3. Are apostilled documents mandatory?

Yes. Foreign documents must be apostilled or consularised.

4. How many directors are required?

A private limited company requires at least one director.

5. Can business objectives be changed later?

Yes, but amendments require OCR approval and additional filings.