How to register a company in Nepal is one of the most common questions foreign investors ask when exploring South Asia. Nepal offers competitive labor costs, English-speaking professionals, and growing access to India and China. But company registration follows a specific legal path that foreign businesses must understand clearly.
This guide gives you a complete, practical, and legally accurate explanation of registering a company in Nepal as a foreign entity. It reflects current laws, regulatory practice, and real-world execution. It is written for decision-makers, founders, and compliance teams who want certainty, not theory.
Nepal is no longer just a tourism-driven economy. It is becoming a serious destination for global operations.
Foreign companies choose Nepal for several reasons:
Competitive operating and salary costs
Young, educated, English-speaking workforce
Favorable foreign investment laws
Strategic access to India and China
Growing IT, outsourcing, and services ecosystem
Industries seeing strong foreign participation include IT services, outsourcing, engineering, renewable energy, education, and consulting.
Understanding the legal foundation is essential before you register.
Company registration and foreign investment are governed primarily by:
Office of the Company Registrar
Companies Act 2006
Foreign Investment and Technology Transfer Act 2019
Nepal Rastra Bank
Industrial Enterprises Act 2020
Income Tax Act 2002
These laws define ownership rules, capital requirements, approval processes, and ongoing compliance.
Foreign companies can register several entity types. The correct choice depends on control, risk, and long-term plans.
This is the preferred structure for foreign investors.
Key features:
Separate legal entity
Limited liability
Can be 100 percent foreign-owned (sector permitting)
Suitable for commercial operations
A branch is an extension of a foreign parent company.
Key features:
No separate legal personality
Limited to approved activities
Profits can be repatriated with approvals
This structure is used only for non-commercial activities.
Key features:
No revenue generation allowed
Used for market research or coordination
Strict regulatory oversight
Rare for foreign entrants. Mostly used for large capital-raising ventures.
Before learning how to register a company in Nepal, you must confirm eligibility.
Foreign investment is allowed in most sectors. However:
Some sectors are restricted or capped
Minimum investment thresholds apply
Activities must align with approved industry classifications
As of current regulations, the minimum foreign investment is NPR 20 million for most sectors, unless exempted.
This section explains the full process in logical order.
You begin by reserving a company name with the Office of the Company Registrar.
Rules to follow:
Name must be unique
No prohibited or misleading words
Alignment with proposed business activities
Name approval usually takes one to three working days.
You will need to draft and finalize:
Memorandum of Association
Articles of Association
Shareholder and director details
Passport and address documents
Board resolutions from parent company
Accuracy here avoids future rejection.
Once documents are ready, the application is submitted to the OCR portal.
Upon approval, you receive:
Certificate of Incorporation
Company registration number
At this stage, the company exists legally, but cannot operate yet.
Foreign-owned companies must obtain foreign investment approval.
This is done through:
Department of Industry (for most sectors)
Investment Board Nepal (for large investments)
Approval confirms the legitimacy of capital inflow and ownership.
After approval:
Open a foreign currency account in Nepal
Remit approved capital through banking channels
Obtain capital confirmation letter
This step is closely monitored by Nepal Rastra Bank.
Final operational steps include:
Permanent Account Number registration
VAT registration if applicable
Local ward office registration
Social Security Fund registration
Only after this can the company legally operate.
A realistic timeline helps planning.
| Stage | Estimated Time |
|---|---|
| Name reservation | 1 to 3 days |
| Company incorporation | 3 to 7 days |
| Foreign investment approval | 2 to 4 weeks |
| Capital inflow and tax setup | 1 to 2 weeks |
| Total timeline | 4 to 6 weeks |
Delays usually occur due to document inconsistencies or sector-specific approvals.
Costs vary by structure and advisory support.
Typical expenses include:
Government registration fees
Foreign investment approval fees
Legal and professional fees
Banking and compliance setup costs
While government fees are modest, professional support significantly reduces risk and delays.
Registering the company is only the beginning.
Foreign companies must comply with:
Annual filings with OCR
Tax filings and audits
Social Security Fund contributions
Employment law compliance
Foreign exchange reporting
Non-compliance can lead to penalties, fines, or operational suspension.
Avoid these frequent errors:
Choosing the wrong entity structure
Underestimating approval timelines
Improper capital remittance
Ignoring post-registration compliance
Relying on unqualified intermediaries
Nepal’s system is rule-based. Errors are rarely forgiven retroactively.
| Criteria | Private Limited | Branch Office | Liaison Office |
|---|---|---|---|
| Revenue generation | Yes | Limited | No |
| Legal independence | Yes | No | No |
| Foreign ownership | Up to 100 percent | 100 percent | 100 percent |
| Regulatory burden | Medium | High | High |
| Best for | Long-term business | Project execution | Market entry |
Many foreign companies use a phased approach:
Start with a liaison or branch office
Validate the market
Transition to a private limited company
This reduces risk while maintaining regulatory compliance.
While it is legally possible to register independently, foreign companies face:
Regulatory interpretation challenges
Banking and capital hurdles
Language and procedural barriers
Professional advisors streamline the process and prevent costly errors.
Understanding how to register a company in Nepal is critical for foreign businesses seeking long-term success. The process is structured, transparent, and investor-friendly when done correctly.
With the right entity choice, proper approvals, and ongoing compliance, Nepal can become a stable and profitable base for regional operations.
If you are planning to register a company in Nepal, speak with specialists who manage the process end to end.
Book a consultation to assess eligibility, timelines, and costs before you commit.
Yes. Foreigners can own 100 percent of a private limited company in most permitted sectors, subject to foreign investment approval.
The standard minimum foreign investment is NPR 20 million, though some sectors have exemptions or different thresholds.
Most foreign-owned companies are fully operational within four to six weeks if documents are complete.
No. Nepal does not mandate a local director, but a local representative is often required for compliance.
Yes. Profits, dividends, and capital can be repatriated after tax clearance and regulatory approvals.