Sample Templates of Documents Required for Company Registration in Nepal

If you are a foreign investor planning to enter South Asia, understanding the documents required for company registration Nepal is your first critical step.
Nepal welcomes foreign direct investment, but the registration process is document-heavy and compliance-driven.

This guide goes beyond checklists.
You will find sample document templates, practical explanations, and expert insights to help foreign companies register smoothly, avoid rejections, and shorten approval timelines.

Why documentation matters for foreign companies in Nepal

Nepal’s company registration system is rule-based.
Authorities review documents for legal consistency, foreign ownership clarity, and capital legitimacy.

Incomplete or incorrectly drafted documents are the main reason registrations are delayed.

Strong documentation helps you:

• Secure faster approval from regulators

• Reduce legal back-and-forth

• Protect your ownership and repatriation rights

• Establish credibility with banks and regulators

Regulatory bodies involved in company registration

Foreign companies interact with multiple authorities.
Each authority reviews different documents.

Key authorities

• Office of the Company Registrar (OCR)

• Department of Industry (DOI)

• Nepal Rastra Bank (NRB)

• Inland Revenue Department (IRD)

Your documents must align across all four.

Documents required for company registration Nepal (overview)

At a high level, foreign investors must prepare documents in four categories.

1. Corporate formation documents

2. Foreign investor identification documents

3. FDI and capital documents

4. Post-registration compliance documents

Each category is explained below with sample templates.

Corporate formation documents (core OCR requirements)

1. Application for company registration

This is the official application submitted to the OCR.

What it includes

• Proposed company name

• Registered office address in Nepal

• Company objectives

• Share capital structure

• Director and shareholder details

Common mistake
Objectives that are too broad or inconsistent with Nepal’s industry classifications.

2. Memorandum of Association (MOA)

The MOA defines the legal identity of your company.

Mandatory clauses

• Company name clause

• Objectives clause

• Capital clause

• Liability clause

• Registered office clause

Sample MOA objective clause (foreign-owned IT company)

“To carry out software development, IT outsourcing, technology consulting, and related services permitted under prevailing laws of Nepal.”

3. Articles of Association (AOA)

The AOA governs internal management.

Key areas covered

• Share transfer rules

• Director appointment and removal

• Voting rights

• Dividend distribution

• Meeting procedures

Tip for foreign companies
Ensure exit and share transfer clauses align with foreign investment repatriation rules.

4. Consent letters from directors and shareholders

Each director and shareholder must provide written consent.

What it confirms

• Willingness to act as director or shareholder

• Compliance with Nepalese laws

• No disqualification under company law

Foreign investor identification documents

Foreign ownership requires enhanced verification.

5. Passport copies of foreign shareholders and directors

Requirements

• Clear, color copies

• Notarized in home country

• Valid for at least six months

6. Certificate of incorporation of foreign parent company

Required when the shareholder is a foreign company.

Must include

• Legal name

• Registration number

• Country of incorporation

• Current status

Authentication

• Notarized

• Apostilled or embassy-attested

7. Board resolution approving investment in Nepal

This proves corporate intent.

Sample resolution wording

“Resolved that the Company approves investment in Nepal and authorizes incorporation of a wholly owned subsidiary.”

FDI-specific documents required for company registration Nepal

8. Foreign investment application

Submitted to the Department of Industry.

Includes

• Investment amount

• Equity percentage

• Business activity

• Employment projections

9. Joint Venture Agreement (if applicable)

Mandatory when there is a Nepali partner.

Must clearly define

• Ownership ratio

• Profit sharing

• Exit rights

• Dispute resolution

10. Project report or business plan

This is a critical evaluation document.

Authorities assess

• Economic viability

• Technology transfer

• Job creation

• Compliance with restricted sectors

Capital and banking documents

11. Commitment letter for capital injection

Confirms intent to bring foreign currency into Nepal.

12. Bank account opening documents

Required after preliminary approval.

Typically includes

• OCR registration certificate

• FDI approval letter

• KYC forms

• Board authorization letter

Post-registration statutory documents

After incorporation, additional documents are mandatory.

13. PAN and VAT registration forms

Issued by the Inland Revenue Department.

14. Social Security Fund (SSF) registration

Mandatory once employees are hired.

15. Company seal and letterhead

Required for legal execution and banking.

Sample templates foreign companies frequently request

Below are the most requested templates by foreign investors.

Commonly used templates

• Board resolution for FDI approval

• Director consent letter

• Shareholder declaration

• Power of attorney

• Capital commitment letter

Using professionally drafted templates significantly reduces rejection risk.

Table: Document requirements by investor type

Insight:
Foreign corporate investors face the most scrutiny, especially on capital source and control clauses.

Common document mistakes foreign companies make

Avoid these frequent errors.

• Mismatch between MOA objectives and FDI application

• Improper notarization or apostille

• Vague board resolutions

• Incorrect capital structure wording

• Using generic templates not aligned with Nepal law

Each mistake can delay registration by weeks.

How long does document verification take?

Timeline depends on preparation quality.

• Well-prepared documents: 2–4 weeks

• Missing or inconsistent documents: 6–10 weeks

• Regulated sectors: longer review cycles

Professional pre-review shortens timelines significantly.

Why professional document drafting matters

Nepal follows a form-driven regulatory culture.
Authorities expect precise legal language.

Professional drafting ensures:

• Compliance with multiple laws

• Alignment between OCR, DOI, and NRB

• Protection of foreign investor rights

• Faster approvals and fewer clarifications

Documents required for company registration Nepal (final checklist)

Before submission, confirm you have:

• MOA and AOA

• Application to OCR

• Passport copies

• Parent company documents

• Board resolutions

• FDI application

• Business plan

• Capital commitment letter

This checklist covers over 90% of approval requirements.

Call to action

Planning to register a company in Nepal?
We provide ready-to-use document templates, legal drafting, and end-to-end support for foreign investors.

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Conclusion

Understanding the documents required for company registration Nepal is the foundation of a successful market entry.
With the right templates, correct legal language, and expert review, foreign companies can register smoothly and compliantly.

Strong documentation is not paperwork.
It is risk management and market entry strategy.

Frequently Asked Questions

Do foreign companies need notarized documents for Nepal registration?

Yes. All foreign documents must be notarized and usually apostilled or embassy-attested before submission.

Can one person be both director and shareholder?

Yes. Nepal law allows the same individual to act as both director and shareholder.

Is a business plan mandatory?

Yes for foreign investment. Authorities assess economic viability and sector eligibility.

How many days does company registration take?

Typically 2–4 weeks if documents are complete and properly drafted.

Can documents be submitted online?

Partially. Some filings are online, but original notarized documents are still required.