If you’re a foreign company planning to enter Nepal, your first major structural decision will likely be private vs public company. It sounds like a technical legal choice. In reality, it shapes your capital structure, compliance burden, governance model, and even how regulators and banks perceive you.
Over the past few years, we’ve advised foreign investors from tech firms to manufacturing groups—on company registration in Nepal. In almost every case, the structure decision impacted FDI approval timelines, reporting obligations, and long-term flexibility.
This guide is written specifically for foreign companies and international entrepreneurs. In this post, we’ll explain what private vs public company means in Nepal, outline the step-by-step registration process, and share practical insights to help you choose the right path with confidence.
A private limited company in Nepal:
This is the most common structure for foreign investors.
A public limited company:
Public companies are typically used for large-scale projects, banks, infrastructure, or companies planning to raise capital from the public.
For foreign companies, this decision affects:
In 90% of foreign-entry cases, a private company is the most practical starting point. However, infrastructure or capital-intensive ventures may justify a public structure.
Making the wrong choice can mean unnecessary compliance costs or capital limitations later.
Below is a simplified, actionable roadmap tailored for international investors.
Before filing anything, confirm:
Example:
An Australian SaaS company setting up a Nepal back-office support center typically chooses a private company. A hydropower consortium raising public capital may need a public structure.
If you’re unsure, a legal feasibility review at this stage prevents future restructuring costs.
Submit your proposed company name to the Office of the Company Registrar (OCR).
The name must:
Approval typically takes a few working days.
You must draft:
For foreign investors, these documents must align with FDI approval conditions.
Clarity here prevents regulatory delays.
If shareholders are foreign entities or individuals, you must secure FDI approval before capital injection.
This involves:
Approval authority depends on investment size.
This is a critical compliance step. Errors here can delay market entry.
Once documents are ready:
Upon approval, you receive the Certificate of Incorporation.
At this stage, your company legally exists.
After incorporation:
This enables lawful operations and invoicing.
Foreign capital must be:
Only then can you legally repatriate dividends in the future.
Skipping compliance now creates serious exit issues later.
| Feature | Private Company | Public Company |
|---|---|---|
| Shareholders | 1–101 | Minimum 7, no maximum |
| Public Share Issue | Not allowed | Allowed |
| Compliance Burden | Moderate | High |
| Governance | Flexible | Strict |
| Best For | SMEs, foreign subsidiaries | Large capital projects |
| Typical FDI Use | Very common |
Limited cases |
For most foreign companies entering Nepal, a private company offers flexibility, lower compliance cost, and easier governance control.
Company registration is not just paperwork. It is strategic positioning.
Understanding private vs public company in Nepal is more than a legal classification exercise. It defines how you raise capital, manage governance, and operate in a regulated environment.
For foreign companies, choosing the right structure at the start prevents costly restructuring, compliance penalties, and capital limitations later.
Company registration in Nepal is straightforward when approached strategically. With the right structure and proper FDI alignment, Nepal offers a stable and increasingly investor-friendly environment.
A private company limits shareholders and cannot issue shares to the public. A public company can raise funds from the public and faces stricter governance and disclosure rules. Most foreign subsidiaries choose a private company.
Yes, in most sectors. However, the investment must receive FDI approval and comply with sector-specific regulations.
Typically 2–4 weeks, depending on document preparation and FDI approval timelines.
There is no fixed statutory minimum for most private companies, but practical capital depends on sector and FDI proposal.
Yes. Conversion is possible through restructuring and regulatory compliance, though it involves additional procedural requirements.
Planning to enter Nepal?
Before deciding on private vs public company, speak with a specialist who understands cross-border structuring, FDI approvals, and compliance strategy.
👉 Book a consultation to assess your optimal structure and receive a customized company registration roadmap tailored to your business goals.
Let’s build your Nepal entry the right way from day one.