Company registration in Nepal is no longer a complex, paper-heavy process reserved only for local entrepreneurs. With regulatory reforms, digital systems, and clear FDI laws, Nepal has become an increasingly attractive destination for foreign companies looking to establish a private limited company in South Asia.
Whether you are an international startup, IT firm, outsourcing company, or foreign investor entering Nepal through foreign direct investment (FDI), understanding the legal, tax, and compliance framework is essential. This guide gives you a complete, authoritative, and practical explanation of private limited company registration in Nepal, written specifically for foreign businesses.
Nepal offers a unique mix of cost efficiency, skilled talent, and investment protection.
Key advantages include:
Competitive operating and labour costs
English-speaking, educated workforce
100% foreign ownership in most sectors
Strong investor protections under FITTA 2019
Profit and capital repatriation rights
For many international firms, Nepal acts as a regional delivery hub, technology centre, or long-term growth market.
A Private Limited Company (Pvt. Ltd.) is the most preferred legal structure for foreign investors in Nepal.
Separate legal entity
Limited liability of shareholders
Can be fully foreign-owned (sector-permitting)
Governed by the Companies Act, 2006
Ideal for FDI, scalability, and repatriation
Foreign company registration in Nepal is governed by multiple laws.
Companies Act, 2006
Foreign Investment and Technology Transfer Act (FITTA), 2019
Industrial Enterprises Act, 2020
Income Tax Act, 2002
Labour Act, 2017
These laws collectively define ownership rules, compliance obligations, tax exposure, and investor rights.
Foreign companies can register a private limited company if:
The proposed business sector is open to FDI
Minimum investment thresholds are met
Regulatory approvals are obtained
IT and software development
Business process outsourcing
Consulting and professional services
Manufacturing and export industries
Tourism and hospitality
To complete company registration in Nepal, foreign investors must meet the following:
Minimum one shareholder
Minimum one director
Registered office address in Nepal
Approved business activity
Prescribed minimum FDI capital
Below is a simplified but accurate breakdown of the full process.
Filed online at the Office of Company Registrar (OCR)
Name must be unique and compliant
Typically approved within 1–3 working days
Application submitted to the Department of Industry or IBN
Includes business plan and investment details
Approval timeline: 2–4 weeks
Submission of constitutional documents
OCR issues Certificate of Incorporation
PAN and VAT registration
Local ward registration
Bank account opening
Foreign currency remitted via NRB-approved bank
Share capital recorded officially
Foreign companies must prepare both local and overseas documents.
Passport copies of shareholders and directors
Board resolution for Nepal investment
Memorandum of Association (MOA)
Articles of Association (AOA)
Business plan and investment structure
Parent company incorporation documents
All foreign documents must be notarised and apostilled.
Costs vary based on capital size and structure.
Government registration fees
FDI approval fees
Legal and professional fees
Notarisation and apostille costs
| Structure | Foreign Ownership | Liability | Scalability | FDI Friendly |
|---|---|---|---|---|
| Private Limited Company | Yes | Limited | High | Yes |
| Branch Office | No equity | Parent liable | Medium | Limited |
| Liaison Office | Not allowed | Parent liable | Low | No |
| EOR Model | No entity | None | Medium | Indirect |
This is why company registration in Nepal via a private limited company is the most strategic option for long-term foreign investors.
Foreign-owned companies must comply with Nepal’s tax regime.
Corporate income tax: Generally 25%
VAT: 13% (if applicable)
Withholding tax on services
Social Security Fund contributions
Professional tax planning significantly reduces risk.
After company registration in Nepal, ongoing compliance is mandatory.
Monthly tax filings
Payroll and SSF compliance
Annual audit and financial statements
Annual return submission to OCR
Non-compliance can lead to penalties and repatriation delays.
Nepal allows full repatriation of:
Dividends
Management fees
Royalties
Loan repayments
Exit capital
This is guaranteed under FITTA 2019, subject to tax clearance.
Avoid these costly errors:
Choosing the wrong entry model
Underestimating compliance workload
Poor tax structuring
Incomplete FDI documentation
Delayed capital injection
Expert guidance is critical.
Company registration in Nepal involves legal, tax, banking, and regulatory coordination. Foreign investors benefit from a single advisory partner that manages everything end-to-end.
Yes. Foreigners can register a private limited company in Nepal under FITTA 2019, subject to sector approval and minimum investment rules.
Typically 4–8 weeks for foreign-owned companies, depending on FDI approval and document readiness.
Yes. Most sectors allow 100% foreign ownership in Nepal.
The standard minimum FDI threshold is NPR 20 million, unless sector-specific exemptions apply.
Yes. Nepal legally guarantees profit and capital repatriation after tax clearance.
Company registration in Nepal offers foreign companies a stable, scalable, and legally protected pathway into South Asia. A private limited company structure provides ownership control, tax clarity, and repatriation rights unmatched by other models.
With the right advisory partner, Nepal can become one of your most strategic international markets.
Planning company registration in Nepal or evaluating FDI entry options?
👉 Speak with our Nepal FDI specialists for a free strategy consultation and compliance roadmap.