The company registration process in Nepal is straightforward once you understand the legal steps, approval authorities, and post-registration compliance. For foreign companies, Nepal offers a stable regulatory framework, competitive operating costs, and access to South Asian markets.
This guide explains the private limited company registration process in Nepal in clear, practical terms. It is written specifically for foreign founders, CFOs, and expansion teams who want certainty, speed, and compliance from day one.
By the end, you will know exactly how to register a private limited company in Nepal, what documents are required, how long it takes, and where most foreign companies make costly mistakes.
Nepal is increasingly attractive for international businesses seeking cost-efficient expansion and regional diversification.
Key drivers include:
Competitive labour and operating costs
English-speaking professional workforce
Liberal foreign investment regime under FITTA 2019
Strong protection of foreign investor rights
Strategic access to India and China
From IT services to consulting, manufacturing, and shared services, Nepal supports a wide range of foreign-owned businesses.
A private limited company is the most common legal structure for foreign investors in Nepal.
Governed by the Companies Act 2006
Separate legal entity
Shareholder liability limited to share capital
Minimum one shareholder
Maximum 101 shareholders
Can be 100% foreign-owned (subject to sector approval)
This structure is ideal for long-term operations, revenue generation, and hiring employees locally.
Foreign companies must coordinate with multiple government bodies.
Office of Company Registrar (OCR) – Company incorporation
Department of Industry (DOI) – Foreign investment approval
Nepal Rastra Bank (NRB) – Capital repatriation oversight
Inland Revenue Department (IRD) – Tax registration
Social Security Fund (SSF) – Mandatory employee contributions
Understanding the role of each authority is essential to avoid delays.
The process begins with reserving your proposed company name through the Office of Company Registrar.
Name guidelines:
Must be unique
Cannot resemble existing companies
Must align with business activities
Approval typically takes 1–3 working days.
Foreign investors must obtain approval under the Foreign Investment and Technology Transfer Act (FITTA) 2019.
You will submit:
Investment proposal
Shareholding structure
Business objectives
Capital investment amount
This step validates your eligibility for foreign ownership.
Once approved, legal documents are drafted and submitted.
These include:
Memorandum of Association (MOA)
Articles of Association (AOA)
Shareholder resolutions
Director appointment letters
Accuracy at this stage is critical to avoid re-submission.
The Office of Company Registrar issues the Certificate of Incorporation.
This legally creates your private limited company in Nepal.
Typical processing time:
3–7 working days
Your company must register with the Inland Revenue Department.
Mandatory registrations:
Permanent Account Number (PAN)
VAT registration (if applicable)
PAN is required for banking, invoicing, payroll, and tax filing.
A local bank account is opened in Nepal.
Foreign shareholders:
Inject capital via formal banking channels
Comply with NRB foreign exchange rules
Proof of capital inflow is required for repatriation later.
Companies must register with the local municipality ward office where operations are based.
This step enables:
Trade license issuance
Local compliance recognition
All employers must register employees under the Social Security Fund Act 2018.
Mandatory contributions:
Employer: 20% of basic salary
Employee: 11% of basic salary
Foreign companies should prepare documents in advance to avoid delays.
Passport copies of shareholders and directors
Shareholder resolution approving Nepal investment
Power of Attorney (notarised)
Investment approval letter (DOI)
MOA and AOA
Office address lease agreement
Missing or inconsistent documents are the top reason for OCR rejection.
| Stage | Estimated Time |
|---|---|
| Name reservation | 1–3 days |
| Foreign investment approval | 7–15 days |
| OCR incorporation | 3–7 days |
| PAN & VAT registration | 2–3 days |
| Bank & SSF setup | 3–5 days |
| Total timeline | 2–4 weeks |
With professional support, timelines can be compressed.
Costs vary based on capital size and service scope.
Government registration fees
DOI approval charges
Legal drafting fees
Translation and notarisation
Accounting and compliance setup
Foreign investors should budget realistically to avoid compliance shortcuts.
Registration is only the beginning.
Monthly tax filings (TDS, VAT)
Annual financial statements
Audit requirements
SSF contributions
Board and shareholder meetings
Non-compliance can lead to penalties, blacklisting, or forced closure.
Avoid these frequent errors:
Underestimating compliance workload
Using nominee structures incorrectly
Injecting capital informally
Ignoring labour law obligations
Delaying tax registration
Professional guidance significantly reduces these risks.
| Structure | Foreign Ownership | Best For |
|---|---|---|
| Private Limited Company | Up to 100% | Long-term operations |
| Branch Office | Restricted | Cost centres |
| Liaison Office | Not allowed to trade | Market research |
| Partnership | Limited | Small local ventures |
For most foreign investors, the private limited company remains the best option.
Key legislation includes:
Companies Act 2006
Foreign Investment and Technology Transfer Act 2019
Income Tax Act 2002
Labour Act 2017
Social Security Fund Act 2018
These laws protect investors while enforcing structured compliance.
The company registration process in Nepal involves legal, tax, and regulatory coordination.
Professional advisors help with:
Accurate filings
Faster approvals
Risk mitigation
Post-registration compliance
This is especially critical for foreign companies unfamiliar with Nepal’s regulatory environment.
The company registration process in Nepal usually takes 2–4 weeks for foreign companies, depending on investment approval and document readiness.
Yes. Nepal allows 100% foreign ownership in most sectors under FITTA 2019, subject to DOI approval.
There is no fixed minimum, but foreign investment proposals typically start from NPR 5 million, depending on the sector.
VAT registration is mandatory if annual turnover exceeds the statutory threshold or if operating in VAT-applicable sectors.
Yes. Nepal guarantees profit and capital repatriation through Nepal Rastra Bank, subject to tax clearance.
The company registration process in Nepal offers foreign companies a transparent, legally protected path to South Asian expansion. With the right structure, accurate documentation, and proactive compliance, Nepal can be an efficient and rewarding market.
If you are planning to register a private limited company in Nepal, expert guidance can save months of delays and long-term risk.
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