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.
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
Before preparing documents, confirm that Private Limited Company is the correct structure.
• 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.
Understanding the workflow helps you prepare documents in the correct order.
Each step requires specific documents explained below.
This section is the core checklist foreign companies need.
A prescribed OCR application form signed by all promoters or their authorized representative.
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.
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.
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.
OCR requires a structured disclosure including:
• Full name
• Nationality
• Address
• Shareholding percentage
• Role (shareholder, director, or both)
Consistency across all forms is critical.
Each proposed director must submit a signed consent confirming willingness to act as director.
Documents may include:
• Lease agreement
• Ownership certificate
• Consent letter from property owner
The address must be within Nepal.
If a foreign company is a shareholder, a board resolution is mandatory approving:
• Investment in Nepal
• Authorized signatory
• Capital commitment
If promoters are not physically present, a Power of Attorney authorizing a local representative is required.
A statutory declaration confirming compliance with:
• Companies Act, 2006
• Foreign Investment regulations
• Sectoral restrictions
Foreign investors must prepare extra documentation beyond local companies.
• 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.
| Document category | Local company | Foreign-owned company |
|---|---|---|
| MOA and AOA | Required | Required |
| Citizenship / Passport | Citizenship | Passport + notarization |
| Board resolution | Optional | Mandatory |
| FDI approval docs | Not required | Mandatory |
| Parent company docs | Not applicable | Mandatory |
Insight: Foreign-owned companies typically require 30–40% more documentation than local entities.
Avoiding these errors can save weeks.
• Name mismatch across documents
• Objectives not aligned with FDI rules
• Missing notarization
• Incorrect share capital figures
• Unsigned director consents
Typical timelines assuming complete documents:
Name reservation: 1–2 working days
OCR registration: 3–5 working days
FDI approval: 2–4 weeks
PAN registration: 1–2 days
Incomplete documentation is the primary cause of delays.
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.
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.
Yes. Foreigners can register a Private Limited Company, subject to FDI approval and permitted sectors.
Yes. Passport copies, resolutions, and parent company documents usually require notarization and apostille.
A Private Limited Company requires a minimum of one shareholder and one director.
Name reservation and filings are submitted through the OCR online system, but physical verification may still apply.
OCR may reject the application or request resubmission, causing delays.
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.
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.