Step-by-Step Guide: Documents Required for Private Limited Company Registration in Nepal

If you are planning to enter Nepal, understanding the documents required for company registration Nepal is the first and most critical step. Foreign companies often face delays not because of eligibility issues, but due to incomplete or incorrectly prepared documentation.

This authoritative guide explains, step by step, the exact documents required to register a Private Limited Company in Nepal, with a clear focus on foreign shareholders and investors. It also highlights common mistakes, approval timelines, and compliance expectations so you can register smoothly and legally.

Why documentation matters in Nepal company registration

Nepal follows a document-driven corporate registry system. The Office of the Company Registrar (OCR) reviews filings strictly against statutory formats under the Companies Act, 2006.

Even a minor mismatch in names, passport numbers, or shareholding percentages can result in rejection or resubmission. For foreign companies, document accuracy also affects downstream approvals such as:

• Foreign Direct Investment (FDI)
• Bank account opening
• Tax registration
• Work visas and labor approvals

Overview: Company registration options for foreign companies

Before preparing documents, confirm that Private Limited Company is the correct structure.

Common structures available to foreigners

• Private Limited Company (most common)
• Branch Office
• Liaison Office

This guide focuses exclusively on Private Limited Company registration, which allows profit repatriation, hiring staff, and long-term operations.

Step-by-step process: where documents are used

Understanding the workflow helps you prepare documents in the correct order.

Step 1: Name reservation at OCR

Step 2: Submission of incorporation documents

Step 3: Company registration certificate issuance

Step 4: FDI approval (if foreign-owned)

Step 5: PAN and tax registration

Each step requires specific documents explained below.

Documents required for company registration Nepal (Private Limited Company)

This section is the core checklist foreign companies need.

1. Application for company registration

A prescribed OCR application form signed by all promoters or their authorized representative.

2. Memorandum of Association (MOA)

The MOA defines the company’s legal identity.

It must include:
• Company name
• Registered office address in Nepal
• Objectives of the company
• Authorized share capital
• Shareholding structure

Foreign companies must ensure the objectives align with permitted FDI sectors.

3. Articles of Association (AOA)

The AOA governs internal management.

It covers:
• Director powers
• Share transfer rules
• Voting rights
• Board procedures

MOA and AOA must be consistent and error-free.

4. Citizenship or passport documents

For Nepali promoters:
• Citizenship certificate (notarized)

For foreign promoters:
• Passport copy
• Valid visa page (if in Nepal)

All foreign documents should be notarized and, if required, apostilled.

5. Shareholder and director details

OCR requires a structured disclosure including:
• Full name
• Nationality
• Address
• Shareholding percentage
• Role (shareholder, director, or both)

Consistency across all forms is critical.

6. Consent letter from directors

Each proposed director must submit a signed consent confirming willingness to act as director.

7. Registered office address proof

Documents may include:
• Lease agreement
• Ownership certificate
• Consent letter from property owner

The address must be within Nepal.

8. Board resolution (for foreign companies)

If a foreign company is a shareholder, a board resolution is mandatory approving:
• Investment in Nepal
• Authorized signatory
• Capital commitment

9. Power of Attorney (if applicable)

If promoters are not physically present, a Power of Attorney authorizing a local representative is required.

10. Declaration of compliance

A statutory declaration confirming compliance with:
• Companies Act, 2006
• Foreign Investment regulations
• Sectoral restrictions

Additional documents required for foreign-owned companies

Foreign investors must prepare extra documentation beyond local companies.

Additional requirements include

• Parent company incorporation certificate
• Parent company MOA/AOA
• Board resolution for FDI
• Financial statements of parent company
• FDI application forms

These documents are reviewed by the Department of Industry after OCR registration.

Comparison table: local vs foreign company documentation

Insight: Foreign-owned companies typically require 30–40% more documentation than local entities.

Common mistakes foreign companies make

Avoiding these errors can save weeks.

Frequent issues

• Name mismatch across documents
• Objectives not aligned with FDI rules
• Missing notarization
• Incorrect share capital figures
• Unsigned director consents

How long does company registration take in Nepal?

Typical timelines assuming complete documents:

1. Name reservation: 1–2 working days

2. OCR registration: 3–5 working days

3. FDI approval: 2–4 weeks

4. PAN registration: 1–2 days

Incomplete documentation is the primary cause of delays.

Legal framework governing company registration

Company registration in Nepal is governed by:
• Companies Act, 2006
• Foreign Investment and Technology Transfer Act, 2019
• Industrial Enterprises Act, 2020

According to the World Bank, Nepal has improved its business registration timelines, but documentation quality remains the deciding factor.

Why professional support matters for foreign companies

Foreign promoters face added layers of scrutiny. Professional advisors help:
• Draft compliant MOA/AOA
• Coordinate notarization and apostille
• Liaise with OCR and investment authorities
• Reduce rejection risk

This directly impacts speed and long-term compliance.

FAQ: Documents required for company registration Nepal

1. Can foreigners register a company in Nepal?

Yes. Foreigners can register a Private Limited Company, subject to FDI approval and permitted sectors.

2. Is notarization mandatory for foreign documents?

Yes. Passport copies, resolutions, and parent company documents usually require notarization and apostille.

3. How many shareholders are required?

A Private Limited Company requires a minimum of one shareholder and one director.

4. Can documents be submitted online?

Name reservation and filings are submitted through the OCR online system, but physical verification may still apply.

5. What happens if documents are incorrect?

OCR may reject the application or request resubmission, causing delays.

Conclusion

Understanding the documents required for company registration Nepal is the foundation of a successful market entry. For foreign companies, precision, compliance, and sequencing matter more than speed.

With the right documentation prepared upfront, Nepal offers a straightforward and investor-friendly registration process.

Call to action

If you are planning to register a company in Nepal and want a 100% compliant document checklist tailored to your country and sector, speak with our Nepal incorporation specialists today. We help foreign companies register faster, avoid rejections, and stay compliant from day one.