The company registration process in Nepal does not end with incorporation. For foreign companies, obtaining PAN (Permanent Account Number) and VAT (Value Added Tax) registration is a critical compliance step that determines tax exposure, banking access, invoicing rights, and profit repatriation.
Many international investors mistakenly treat PAN and VAT as routine filings. In Nepal, they directly affect audit risk, regulatory approvals, and future exit options. Understanding how PAN and VAT fit into the company registration process in Nepal can save foreign founders months of delays and significant penalties.
This guide explains PAN and VAT in plain language, with legal references, timelines, and strategic insights tailored for foreign investors.
Before a company can legally operate, invoice clients, hire staff, or open a functional bank account, it must comply with Nepal’s tax identification framework.
PAN (Permanent Account Number) is a unique tax identification number issued by the Inland Revenue Department (IRD) under the Income Tax Act, 2002.
PAN is mandatory for:
Corporate income tax compliance
Payroll and withholding tax
Bank account activation
Profit repatriation approvals
Without PAN, a company is legally inactive.
VAT (Value Added Tax) is governed by the Value Added Tax Act, 1996 and applies to taxable supplies of goods and services.
VAT registration is mandatory when:
Annual taxable turnover exceeds NPR 5 million (goods)
Annual taxable turnover exceeds NPR 2 million (services)
Foreign-owned companies often fall into VAT obligations earlier than expected due to service exports and cross-border billing.
The company registration process in Nepal follows a defined regulatory sequence.
Company incorporation at OCR (Office of Company Registrar)
Capital commitment approval (for FDI companies)
PAN registration at Inland Revenue Department
Bank account activation using PAN certificate
VAT registration (if applicable)
Operational licensing and ongoing tax filings
PAN is mandatory for every company. VAT depends on business activity and turnover.
PAN registration is required immediately after incorporation and before:
Signing commercial contracts
Issuing invoices
Paying salaries
Importing services or goods
Delays in PAN registration often stall the entire company registration process in Nepal.
Certificate of Incorporation
Memorandum and Articles of Association
Board resolution authorising PAN registration
Passport copies of foreign shareholders and directors
Local registered office address
Lease agreement (if applicable)
PAN registration typically takes:
1 to 3 working days
Same-day issuance for complete filings
No. VAT registration depends on:
Nature of business
Turnover thresholds
Type of services rendered
Cross-border transactions
However, many foreign companies voluntarily register for VAT to:
Claim input tax credits
Improve credibility with Nepalese clients
Support B2B invoicing
IT and software service providers
Consulting and professional services firms
Trading and import-export companies
Manufacturing entities
Hospitality and tourism businesses
PAN certificate
Certificate of Incorporation
Business activity declaration
Office lease agreement
Bank account details
Board resolution for VAT registration
| Aspect | PAN | VAT |
|---|---|---|
| Governing law | Income Tax Act, 2002 | VAT Act, 1996 |
| Mandatory | Yes | Conditional |
| Purpose | Tax identification | Indirect tax collection |
| Issuing authority | Inland Revenue Department | Inland Revenue Department |
| Filing frequency | Annual and monthly | Monthly |
| Penalties for non-compliance | Severe | Severe |
This distinction is often misunderstood during the company registration process in Nepal.
Foreign investors frequently encounter avoidable issues.
Registering VAT unnecessarily
Delaying PAN registration after incorporation
Misclassifying service exports
Using incorrect business activity codes
Issuing invoices before VAT approval
These mistakes can trigger audits and fines.
Annual income tax returns
Advance tax payments
Payroll tax filings
Withholding tax submissions
Monthly VAT returns
Electronic invoicing compliance
Input-output reconciliation
Audit readiness
Non-compliance penalties can include fines, interest, and suspension of business operations.
PAN and VAT compliance directly impact:
Dividend repatriation
Royalty payments
Management fee remittance
Capital exit approvals
The Foreign Investment and Technology Transfer Act, 2019 (FITTA) requires tax clearance certificates before repatriation.
Without proper PAN and VAT filings, profit repatriation may be denied.
Foreign founders should treat PAN and VAT as strategic tools, not paperwork.
Obtain PAN immediately after incorporation
Assess VAT obligations before first invoice
Maintain clean bookkeeping from day one
Use professional tax representation
Align tax structure with long-term exit plans
This approach reduces compliance risk and increases investor confidence.
A structured compliance partner can:
Handle OCR, PAN, and VAT filings
Liaise with Inland Revenue Department
Ensure audit-ready documentation
Advise on VAT optimisation
Support repatriation and exit planning
For foreign companies, this significantly shortens the learning curve.
Yes. PAN is mandatory for all companies registered in Nepal. Without PAN, a company cannot operate, open a bank account, or file taxes.
Yes, if its turnover is below VAT thresholds and activities are VAT-exempt. However, voluntary registration may still be beneficial.
PAN usually takes 1 to 3 working days. VAT registration takes 3 to 7 working days if documentation is complete.
Delayed VAT registration can result in penalties, interest, and disallowance of input tax credits from earlier invoices.
Yes. Tax clearance certificates linked to PAN are mandatory for dividend and capital repatriation approvals.
The company registration process in Nepal is incomplete without proper PAN and VAT registration. For foreign companies, these steps define operational legality, tax efficiency, and exit flexibility.
Understanding PAN and VAT early helps investors avoid costly mistakes, regulatory delays, and compliance risks. With the right guidance, Nepal offers a clear and structured tax framework for foreign businesses ready to scale.
Planning to register a company in Nepal or unsure about PAN and VAT obligations?
Speak with a Nepal market entry and tax compliance specialist today to ensure your company registration process in Nepal is fast, compliant, and future-ready.