Starting a Business Digitally in Nepal: Your Online Registration Guide

Online company registration Nepal has transformed how foreign companies enter the Nepali market. What once took weeks of paperwork and in-person follow-ups can now be completed digitally through government portals.

For international founders, investors, and expansion teams, this shift reduces entry friction, improves transparency, and speeds up market access. Nepal’s regulators have steadily digitised incorporation, tax, and compliance systems to attract foreign investment and formalise business activity.

This guide is written for foreign companies that want a clear, practical, and authoritative explanation of how to register a business online in Nepal. It covers the legal framework, step-by-step process, costs, timelines, and common mistakes, all in one place.

Online company registration in Nepal refers to the digital incorporation process managed primarily by the Office of the Company Registrar (OCR) under the Ministry of Industry, Commerce, and Supplies.

The system allows promoters to submit applications, upload documents, reserve company names, and receive incorporation certificates without physical visits in most cases.

Key authorities involved

• Office of the Company Registrar (OCR)
  Registers companies under the Companies Act, 2006.

• Department of Industry (DOI)
  Approves foreign direct investment under FITTA 2019.

• Inland Revenue Department (IRD)
  Issues PAN and VAT registrations.

• Nepal Rastra Bank (NRB)
  Regulates foreign capital inflows and repatriation.

Together, these agencies enable a mostly digital pathway for foreign companies establishing a presence in Nepal.

Who Can Use Online Company Registration in Nepal?

Online company registration in Nepal is open to:

• Foreign companies setting up a wholly owned subsidiary

• Joint ventures with Nepali partners

• Foreign investors incorporating FDI-approved private limited companies

• International founders appointing local authorised representatives

However, certain post-incorporation steps may still require physical verification, especially for banking and foreign exchange approvals.

Types of Companies Foreigners Can Register Online

Foreign companies commonly register the following structures:

1. Private Limited Company (Most Common)

• Minimum one director and one shareholder

• Suitable for trading, IT, services, outsourcing, and subsidiaries

• Eligible for 100% foreign ownership in most sectors

2. Public Limited Company

• Used for large investments or capital markets

• Higher compliance burden

• Rare for first-time foreign entrants

3. Branch Office or Liaison Office

• Not separate legal entities

• Restricted activities

• Requires sector-specific approvals

For most foreign businesses, online company registration Nepal is best used to form a private limited company under FDI.

Legal Framework Governing Online Company Registration in Nepal

Understanding the legal base strengthens compliance and investor confidence.

Core legislation

• Companies Act, 2006
  Governs incorporation, directors, shareholders, and filings.

• Foreign Investment and Technology Transfer Act (FITTA), 2019
  Defines foreign investment rules, approvals, and guarantees.

• Industrial Enterprises Act, 2020
  Regulates industry classification and licensing.

• Income Tax Act, 2002
  Covers PAN, VAT, and corporate taxation.

• Labour Act, 2017 and SSF Act, 2018
  Apply after hiring employees.

These laws collectively enable and regulate online company registration in Nepal for foreign companiesStep-by-Step Process: Online Company Registration in Nepal

Below is a practical breakdown foreign companies can follow.

Step 1: Name Reservation via OCR Portal

• Propose up to three company names

• Names must not conflict with existing entities

• Approval usually takes one to three working days

Step 2: Prepare Incorporation Documents

You will need:

• Memorandum of Association (MOA)

• Articles of Association (AOA)

• Passport copies of foreign shareholders and directors

• Board resolution approving Nepal incorporation

• Power of attorney for local representative

Step 3: Submit Online Application to OCR

• Upload documents through the OCR system

• Fill in capital structure, directors, and registered office details

• Pay government registration fees digitally

Step 4: Receive Digital Certificate of Incorporation

Once approved, the OCR issues:

• Company registration certificate

• Company registration number

This completes the core online company registration Nepal process.

Foreign Investment Approval: A Critical Additional Step

Online company registration alone is not sufficient for foreign ownership.

Department of Industry (DOI) approval

Foreign investors must:

1. Submit FDI proposal online to DOI

2. Declare investment amount, sector, and source of funds

3. Receive formal approval letter

This step activates investor protections under FITTA 2019.

Post-Registration Online Compliance Checklist

After incorporation, foreign companies must complete:

• PAN registration with IRD

• VAT registration if applicable

• Company seal and statutory books

• Opening a local bank account

• Capital injection through NRB-approved channels

Many of these steps are partially online but require local coordination.

Timeline: How Long Does Online Company Registration in Nepal Take?

Total realistic timeline: 2–4 weeks for foreign companies.

Cost of Online Company Registration in Nepal

Costs vary based on capital and structure.

Typical cost components

• Government registration fees

• DOI FDI approval fees

• Legal drafting and notarisation

• Translation and attestation

• Advisory and compliance support

Most foreign companies budget between USD 1,500 to USD 3,500 excluding paid-up capital.

Online vs Traditional Registration: What’s the Real Difference?

Online company registration Nepal significantly reduces friction for foreign founders.

Common Mistakes Foreign Companies Should Avoid

A few preventable errors cause most delays:

1. Selecting restricted or sensitive sectors

2. Submitting unsigned or inconsistent documents

3. Under-declaring capital requirements

4. Ignoring post-registration labour compliance

5. Not planning repatriation structure early

Professional guidance avoids costly rejections.

Tax and Compliance Obligations After Registration

Foreign-owned companies must comply with:

• Corporate income tax filings

• Monthly TDS and VAT returns

• Annual audit and financial statements

• SSF contributions for employees

• Annual company renewals with OCR

Non-compliance risks fines and investor visa issues.

Why Nepal Is Attractive for Foreign Digital Businesses

Nepal offers strategic advantages:

• Competitive operating costs

• English-speaking workforce

• Growing IT and services ecosystem

• Government incentives under FITTA

• Improved digital governance

Online company registration Nepal is part of a broader reform agenda.

When to Use an Employer-of-Record First

Some foreign companies start with:

• Employer-of-Record (EOR) hiring

• Market testing without incorporation

• Gradual transition to FDI subsidiary

This staged approach reduces early risk and accelerates hiring.

How Professional Advisors Add Value

A local advisor helps with:

• Sector eligibility checks

• Document localisation

• DOI and NRB coordination

• Ongoing tax and HR compliance

• Investor reporting and governance

This is especially valuable for foreign companies without a Nepal presence.

Frequently Asked Questions (People Also Ask)

Can foreigners complete online company registration in Nepal without visiting?

Yes. Most steps are digital. However, banking and some verifications may require a local representative.

Is 100% foreign ownership allowed in Nepal?

Yes. FITTA 2019 permits full foreign ownership in most sectors, subject to approval.

How much minimum capital is required?

There is no fixed minimum. Capital depends on sector and investment proposal.

Is online company registration in Nepal legally valid?

Yes. Certificates issued by OCR are fully recognised under the Companies Act, 2006.

Can profits be repatriated abroad?

Yes. FITTA guarantees repatriation of profits, dividends, and capital through NRB-approved channels.

Conclusion: Start Smart with Online Company Registration in Nepal

Online company registration Nepal has made foreign market entry faster, clearer, and more predictable. With the right structure, approvals, and compliance planning, Nepal can be an efficient base for South Asian operations, outsourcing, or digital services.

Foreign companies that approach registration strategically, not just procedurally, see the best results.

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