Starting a business in Nepal can be exciting yet complex for foreign investors. Between multiple government bodies, document requirements, and post-registration compliances, the process can feel overwhelming.
That’s why understanding the step-by-step process for company formation in Nepal (2025) is critical before you begin.
This guide breaks down every stage, from name reservation to registration, FDI approval, NRB compliance, and tax setup, in a clear and structured way. It explains what each authority requires, how long each step takes, and what you can do to speed up your approval.
By the end, you’ll know exactly how to establish your company in Nepal with full legal compliance under the Companies Act 2006 and related laws.
Nepal has become a regional hub for investors seeking a stable, low-cost entry point into South Asia.
Under the Foreign Investment and Technology Transfer Act 2019 (FITTA) and Industrial Enterprises Act 2020, foreign investors can own up to 100% equity in most sectors.
Other benefits include:
Strategic location between India and China
Competitive labour and real-estate costs
English-speaking, educated workforce
Attractive tax incentives for IT, manufacturing, and tourism
Liberal repatriation policies under Nepal Rastra Bank (NRB) directives
These policies reflect the government’s focus on attracting foreign direct investment (FDI) and simplifying business registration through the Office of the Company Registrar (OCR) digital system.
Foreign investors should familiarise themselves with Nepal’s key laws before registration:
| Area | Governing Act / Regulation |
|---|---|
| Incorporation | Companies Act 2006 & Rules 2064 |
| Foreign Investment | FITTA 2019 |
| Taxation | Income Tax Act 2002, VAT Act 1996 |
| Labour & Employment | Labour Act 2017, Social Security Act 2018 |
| Incentives & Licensing | Industrial Enterprises Act 2020 |
| Capital Inflow & Repatriation | NRB Directives on Foreign Investment |
| Auditing & Reporting | Companies Act 2006, Section 80 |
| Employee Benefits | Bonus Act 1974 |
Each act governs a specific phase,from setup to day-to-day compliance, ensuring transparency and accountability in Nepal’s business ecosystem.
This section explains each stage in sequence, from idea to incorporation to compliance.
| Stage | Process | Authority | Approx. Timeline |
|---|---|---|---|
| 1 | Name Reservation | OCR | 1–2 days |
| 2 | Document Preparation (MOA, AOA, POA) | Legal Consultant | 2–4 days |
| 3 | Registration Application | OCR | 2–3 days |
| 4 | FDI Approval (if applicable) | DOI or IBN | 10–20 days |
| 5 | Capital Inflow Verification | NRB | 2–5 days |
| 6 | PAN & VAT Registration | IRD | 1–2 days |
| 7 | Labour & SSF Registration | Labour Office, SSF | Ongoing |
Let’s look at each step in detail.
All new companies must reserve their name through the OCR online portal.
Requirements:
The name must end with “Private Limited” or “Limited.”
It should not be identical to existing entities.
It cannot include restricted or offensive terms under Companies Act 2006, Section 9.
Once submitted, OCR typically approves within 1–2 working days.
Practical Tip: Include at least two backup name options to avoid rejection.
After name approval, prepare the foundational documents:
1. Memorandum of Association (MOA)
Outlines your company’s objectives, capital structure, and scope of operations (Companies Act 2006, Section 18).
2. Articles of Association (AOA)
Specifies internal governance, board structure, and shareholder rights.
3. Power of Attorney (POA)
Allows a local representative or consultant to sign and submit on your behalf.
Supporting Documents:
Lease agreement of office premises
Passport copies of directors/shareholders
Board resolution from parent company (for foreign entity)
All documents must be notarised and translated into English or Nepali if originally in another language.
Once documents are ready, submit the complete application online or in person at the OCR office in Tripureshwor, Kathmandu.
You’ll need:
Application form
MOA and AOA
Citizenship or passport copies
Power of Attorney
Proof of address
OCR reviews and issues a Certificate of Incorporation once all conditions are met.
Fees: NPR 1,000 to NPR 5,000, depending on authorised capital.
Processing time: Approximately 2–3 business days.
After this stage, your company legally exists as a separate entity under Nepalese law.
If the investment involves foreign capital, you must obtain approval under FITTA 2019.
Authority:
Department of Industry (DOI) for investments up to NPR 6 billion
Investment Board Nepal (IBN) for investments above NPR 6 billion
Documents Required:
Application form
MOA and AOA
Board resolution of the foreign parent company
Business plan or project proposal
Copy of passport or incorporation certificate of investor
Proposed capital structure and shareholding ratio
Processing Time: 10–20 business days.
Once approved, DOI/IBN issues a Foreign Investment Approval Letter, allowing you to bring capital into Nepal through formal banking channels.
Foreign investment must enter Nepal via a convertible foreign currency account opened in a local commercial bank.
Process Overview:
Open a temporary account under the company’s name.
Transfer capital in convertible currency (USD, AUD, GBP, etc.).
Obtain an Inward Remittance Certificate from the bank.
Submit the certificate to the Nepal Rastra Bank (NRB).
NRB issues a Capital Inflow Confirmation Letter.
This letter is essential for future profit repatriation or share transfer.
(Ref: NRB Directive on Foreign Investment 2078, Clause 3.2)
Every company must register with the Inland Revenue Department (IRD) to obtain:
Permanent Account Number (PAN) for tax purposes.
Value Added Tax (VAT) registration if annual turnover exceeds NPR 2 million or if you supply taxable services.
Documents Required:
Company registration certificate
MOA and AOA
Lease agreement
Passport of directors
Under the Income Tax Act 2002 (Section 10) and VAT Act 1996 (Section 6), failure to obtain PAN/VAT can attract fines or disqualification from government contracts.
Once the company begins hiring employees, you must comply with the Labor Act 2017 and Social Security Act 2018.
Obligations:
Draft employment contracts.
Register each employee in the Social Security Fund.
Contribute 31% of each employee’s basic salary (20% employer + 11% employee).
SSF contributions are submitted monthly through the online portal.
Neglecting SSF registration can result in penalties and difficulty obtaining labor clearances.
After incorporation, companies must maintain several ongoing compliance activities.
A. Accounting and Audit
Maintain double-entry accounting records in line with Nepal Financial Reporting Standards (NFRS).
Submit annual audited accounts to OCR and IRD.
B. Tax Filings
Submit VAT returns monthly.
Pay advance income tax quarterly.
File annual tax return within three months of fiscal year end.
C. Annual Renewal
File annual return and shareholder information at OCR each year (Companies Act 2006, Section 135).
D. Labor Compliance
Maintain attendance, leave, and payroll records as per Labor Rules 2018.
E. Social Security & Bonus
Ensure SSF contributions and annual bonus (8.33% of salary) as per Bonus Act 1974.
Delays in FDI Approval: Missing documents or unclear project descriptions can extend DOI processing by weeks.
Incorrect Capital Channeling: Funds must arrive through a convertible account, not personal remittances.
Improper Office Lease: OCR rejects leases without proper tax stamps.
Neglecting SSF Setup: Labour inspections now prioritise new companies.
Late Filings: Penalties accumulate quickly under Companies Act and IRD rules.
Tip: Appointing a compliance advisor like DCV early prevents delays and rejections.
| Tax Type | Rate | Governing Law |
|---|---|---|
| Corporate Income Tax | 25% | Income Tax Act 2002 |
| VAT | 13% | VAT Act 1996 |
| Dividend Tax | 5% | Income Tax Act 2002 |
| Withholding Tax | 15% (avg.) | Tax Administration Act |
| Social Security Fund | 31% (20% employer + 11% employee) | Social Security Act 2018 |
Certain industries (IT, hydropower, agriculture) may enjoy tax holidays or rebates under the Industrial Enterprises Act 2020.
100% foreign ownership in most sectors
Low operational costs and overheads
Strategic trade access to India and China
English-speaking talent pool
Strong government push for digital registration
Double taxation avoidance treaties with key countries
Access to emerging domestic consumer market
1. How long does it take to register a company in Nepal?
Local registration takes around 7 days. With FDI approval, it can take 15–30 days.
2. What is the minimum foreign investment amount?
At least USD 20,000 per investor, as required under FITTA 2019.
3. Can a foreigner own 100% of a company in Nepal?
Yes, except in restricted sectors listed under FITTA 2019 Schedule.
4. Do I need to audit my company annually?
Yes, under Companies Act 2006, all companies must submit audited financial statements yearly.
5. Is VAT registration mandatory?
Only if turnover exceeds NPR 2 million or if you deal in taxable goods/services.
Setting up a company in Nepal requires more than just filing forms, it demands precision, compliance awareness, and proactive coordination with multiple authorities.
Digital Consulting Ventures (DCV) bridges this gap for foreign investors.
Our in-house lawyers, chartered accountants, and compliance specialists manage every stage of incorporation, from FDI approval and NRB liaison to PAN/VAT registration, labor setup, and annual audit readiness.
We simplify the complex landscape so you can focus on building your business.
Book a consultation today to discuss your company formation strategy in Nepal and receive a tailored legal-compliance roadmap for your investment.