Step-by-Step Guide to Registering Your Business in Nepal

Starting a business in Nepal, a country nestled between India and China, presents a blend of opportunities and challenges. The evolving legal frameworks like the Foreign Investment and Technology Transfer Act (FITTA) have paved the way for an investor-friendly environment. This guide aims to simplify the company registration process for foreign investors, providing a clear pathway through the bureaucratic landscape of Nepal.

1. Understanding the Business Environment in Nepal

Foreign investment in Nepal was limited in the past due to political and economic challenges. However, recent governmental reforms are fostering a more business-friendly environment. Despite challenges like limited infrastructure and skilled labor, Nepal’s low cost of living, stable political environment, and strategic location offer substantial advantages for foreign investors​.

2. Types of Companies and Legal Framework

Foreign investors can invest by incorporating a limited liability company or by acquiring shares in an existing one. The options include private limited companies, which can also be incorporated with a single shareholder, and public limited companies, which require at least seven shareholders. Nepal does not have provisions for registering limited liability partnerships​.

3. Registration Process

The company registration process in Nepal involves several steps:

• Step 1: Choose the type of company (private limited, public limited, or one person company).
• Step 2: Obtain a Digital Signature Certificate (DSC).
• Step 3: Reserve a company name through the company registrar’s office.
• Step 4: Prepare the Memorandum and Articles of Association (MOA).
• Step 5: File the incorporation documents with the company registrar’s office.
• Step 6: Obtain PAN and VAT registration.
• Step 7: Obtain a Tax Identification Number (TIN).
• Step 8: Acquire other necessary licenses and permits.
• Step 9: Register with the Employees' Provident Fund (EPF) if having more than 20 employees.
• Step 10: Register with the Employees' State Insurance (ESI) for companies with over 10 employees​.

4. Forms of Foreign Investment

Foreign investment can take the form of equity investment, reinvestment of earnings, or investment in the form of loans or loan facilities. Necessary documents for foreign equity investment include project reports, joint venture agreements, and financial credibility certificates​.

5. Attractive Industries for Foreign Investment

Some of the most attractive industries for foreign investment in Nepal include hydropower, manufacturing, tourism, energy, and agriculture. Technology transfer is also possible, even in sectors where foreign investment is not allowed​.

6. Compliance with Environmental Regulations

Incorporating an industry in Nepal necessitates compliance with environmental regulations, including Initial Environmental Examination (IEE) and Environmental Impact Assessment (EIA), according to existing environmental laws​.

7. Areas Restricted for Foreign Investment

Certain areas are not allowed for foreign investment, such as cottage industries, personal service businesses, and arms and ammunition industries. It is crucial for investors to check whether their core service or product falls into these categories​.

8. Government Agencies Related to FDI Process

Key government agencies involved in the FDI process include the Ministry of Industry, Commerce, and Supplies, Industry and Investment Promotion Board, Investment Board of Nepal, Department of Industry, Office of Company Registrar, and Nepal Rastra Bank​.

9. Visa Requirements for Foreign Investors and Workers

Foreign investors and workers require specific visas, such as Business Visas and Non-Tourists Visas, with distinct documentation requirements. Residential Visas are recommended for foreign investment equivalent or above 1 million USD​.

10. Benefits of Company Registration

Registering a company in Nepal offers benefits like legal protection, access to government contracts, ability to secure loans, and open bank accounts​.

11. Challenges During Company Registration

Common hurdles during company registration include difficulty in acquiring necessary documents, a lengthy registration process, and bureaucratic hurdles​.

Conclusion

Registering a business in Nepal, while complex, can be rewarding. Foreign investors need to navigate through a meticulous process, adhering to local regulations and understanding the cultural and economic context of Nepal. With thorough preparation and compliance, the prospects for business success in Nepal are promising.

Disclaimer: This article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.