If you’re a foreign company entering Nepal, your first critical decision is private vs public company structure. On paper, it looks like a legal checkbox. In reality, it shapes your ownership control, capital structure, compliance burden, and even how regulators and banks treat you.
Over the past few years, I’ve advised foreign investors expanding into Nepal from tech firms to manufacturing groups. One pattern is clear: most delays happen not because Nepal is difficult, but because investors misunderstand the registration sequence and corporate structure requirements from the beginning.
This guide simplifies the entire process.
In this post, you’ll learn:
By the end, you’ll know exactly how to move forward with confidence.
Before registering, you must understand the structural difference.
A private company:
Most foreign investors choose this model.
A public company:
Public companies are usually suitable for large-scale operations, banks, insurance firms, and businesses planning IPOs.
Your choice affects:
For 90% of foreign investors entering Nepal, a private company structure is strategically smarter in the early stage.
Now let’s simplify the actual process.
Before anything else, finalize:
Example:
If an Australian tech firm wants to set up a development center in Kathmandu with 2 shareholders and no public capital raising — a private company is ideal.
Submit 3–5 proposed company names online via the OCR portal.
Approval usually takes 1–3 working days.
Tip:
Choose a unique, industry-relevant name. Avoid generic names that resemble existing companies.
These define:
This is where many foreign companies make mistakes.
Your objectives must clearly reflect your intended commercial activities. If not, banks or regulators may question your operations later.
If shareholders are foreign nationals or foreign companies, FDI approval is mandatory.
This typically involves:
Approval timelines vary from 2–6 weeks.
Once documents are ready:
Upon approval, you receive:
At this stage, the company legally exists.
Register with the Inland Revenue Department (IRD) for:
Corporate income tax rate in Nepal is generally 25% (sector-specific variations may apply).
Foreign investors must:
Bank documentation must align exactly with FDI approval terms.
Depending on your sector, you may need:
Skipping this step can lead to penalties.
| Feature | Private Company | Public Company |
|---|---|---|
| Minimum Shareholders | 1 | 7 |
| Max Shareholders | 101 | Unlimited |
| Public Share Issue | Not allowed | Allowed |
| Compliance Burden | Moderate | High |
| Ideal For | Foreign subsidiaries, SMEs | Large-scale enterprises, IPO plans |
| Capital Requirement | Lower | Higher |
For foreign companies testing the Nepal market, private structure offers flexibility and control.
Don’t choose a public company unless you truly need public capital.
Inconsistencies between parent company resolutions and Nepal filings cause major delays.
Profit repatriation must comply with central bank regulations.
Annual audits, tax filings, and board resolutions are mandatory.
Nepal’s regulatory system is improving but still document-heavy.
Registration is the beginning — not the end.
Registering a company in Nepal is not complicated. It’s procedural.
The real strategic decision lies in private vs public company structure and understanding how FDI approvals integrate into the process.
When done correctly, Nepal offers:
Foreign investors who prepare properly rarely face major hurdles.
For most foreign investors, a private company is better due to lower compliance burden, simpler governance, and greater ownership control.
Without FDI, registration may take 1–2 weeks. With FDI approval, expect 3–6 weeks depending on documentation.
Yes, in most sectors, 100% foreign ownership is permitted, subject to FDI approval and sectoral restrictions.
There is no strict universal minimum for private companies, but practical capital depends on sector and FDI approval.
Yes, profits can be repatriated after tax clearance and central bank approval.
If you’re planning to enter Nepal and need clarity on private vs public company structure, FDI approval, or end-to-end company registration support:
Book a strategy consultation with our Nepal market entry specialists today.
We’ll help you structure it correctly from day one saving months of delays and unnecessary compliance risk.