When foreign investors compare a private vs public company in Nepal, the decision almost always starts with documentation, control, and compliance burden. For most international businesses entering Nepal, a private limited company is the preferred structure. It offers faster incorporation, simpler governance, and tighter ownership control.
This guide breaks down every document required for private company registration in Nepal, explains why each document matters, and shows how the requirements differ from a public company. The goal is simple: help foreign companies avoid delays, rejections, and compliance surprises.
If you want a clear, regulator-aligned checklist that actually works in practice, you are in the right place.
Before diving into documents, it is important to understand why most foreign companies choose private companies in Nepal.
For market entry, subsidiaries, or operational back offices, private companies win almost every time.
Private company incorporation is not discretionary. It is governed by specific laws and regulators.
These frameworks define what documents are mandatory, how they must be drafted, and when notarization or legalization is required.
This is the core checklist foreign companies need.
Before incorporation, the company name must be approved.
Documents required:
Why this matters:
Names conflicting with existing entities, restricted terms, or regulated words are rejected immediately.
The MOA defines the legal identity of the company.
Mandatory contents include:
Foreign investor tip:
Objectives should be drafted broadly but precisely. Overly narrow objectives restrict future expansion.
The AOA governs internal management.
Key clauses typically included:
Well-drafted AOA protects foreign shareholder control and governance rights.
For foreign shareholders, documentation is more extensive.
Individual shareholders must provide:
Corporate shareholders must provide:
All foreign documents usually require notarization and, in some cases, consular legalization.
Every private company requires at least one director.
Documents include:
Foreign nationals can act as directors, subject to immigration compliance later.
The company must have a registered address in Nepal.
Accepted proofs include:
Virtual addresses are not accepted for incorporation purposes.
Standard OCR forms must be filed.
These capture:
Accuracy is critical. Mismatches trigger resubmissions.
If foreign ownership exists, additional filings apply.
Typically required:
Approvals are routed through the Department of Industry or Investment Board Nepal, depending on project size.
| Category | Private Company | Public Company |
|---|---|---|
| Minimum shareholders | 1 | 7 |
| Maximum shareholders | 101 | Unlimited |
| Prospectus required | No | Yes |
| Paid-up capital threshold | Lower | Significantly higher |
| Regulatory disclosures | Limited | Extensive |
| Typical foreign investor use | High | Low |
Insight:
For foreign subsidiaries, public companies add cost without strategic upside.
Avoid these frequent errors:
Each mistake delays registration by weeks.
With clean documentation:
Public companies can take several months.
Registration is not the end.
Post-incorporation documents include:
Failing here creates operational bottlenecks later.
From an investor perspective:
That is why the private vs public company in Nepal debate almost always ends with a private structure.
Yes. Private companies require fewer documents, lower capital, and less disclosure. They are faster and more flexible.
Yes, subject to sector eligibility under foreign investment laws.
There is no fixed statutory minimum. Capital depends on business nature and sector rules.
Yes. Most foreign documents must be notarized and sometimes legalized.
Typically 1–2 weeks, excluding foreign investment approvals.
For foreign companies, the private vs public company in Nepal decision is not theoretical. It directly impacts speed, compliance cost, and control. A private company structure, supported by correct documentation, is the most practical entry route for international investors.
If you want a document-perfect, regulator-aligned incorporation, professional guidance saves time, cost, and risk.