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.
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.
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.
Every foreign-owned private limited company must submit the following core documents to OCR.
The MOA is the legal backbone of your company.
It defines:
Company name
Registered office address
Business objectives
Share capital structure
Shareholder details
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.
The AOA governs internal management.
It covers:
Director powers and duties
Share transfer rules
Board meetings and voting
Dividend distribution
Compliance obligations
Minority protection clauses are checked
Director appointment rules must follow the Companies Act
Foreign director provisions must be explicit
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.
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 investors must submit additional documentation.
For each foreign shareholder and director:
Passport copy (notarised)
Passport-size photographs
Proof of address (in some cases)
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
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
The project report must explain:
Nature of business
Capital investment
Employment generation
Technology transfer (if any)
Revenue model
Weak project reports delay approval.
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.
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.
Directors must declare that:
Information provided is accurate
Business complies with Nepalese law
No restricted activities are involved
False declarations attract penalties.
Name reservation approval
MOA (signed and stamped)
AOA (signed and stamped)
OCR application form
Passport copies of shareholders
Corporate documents (if applicable)
FDI approval documents
Registered office proof
Board resolutions
PAN application documents
| Document Category | Local Company | Foreign-Owned Company |
|---|---|---|
| MOA & AOA | Required | Required |
| Passport Copies | Not required | Mandatory |
| FDI Approval | Not required | Mandatory |
| Project Report | Optional | Mandatory |
| Apostilled Docs | No | Yes |
| NRB Compliance | No | Yes |
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.
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.
After incorporation, additional registrations apply:
VAT (if applicable)
Social Security Fund registration
Labour office registration
Bank account KYC documentation
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.
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.
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Yes. PAN is mandatory before opening bank accounts, issuing invoices, or hiring employees.
Legally yes, but poorly drafted documents often lead to OCR rejection or future compliance issues.
Yes. Foreign documents must be apostilled or consularised.
A private limited company requires at least one director.
Yes, but amendments require OCR approval and additional filings.