For foreign companies entering Nepal, the first major decision is often private vs public company structure. It may sound technical, but this choice directly affects your approval timeline, compliance burden, fundraising flexibility, and long-term growth.
I’ve worked with foreign investors who assumed company registration in Nepal was just paperwork. In reality, structure determines how regulators assess you, how banks onboard you, and how easily you obtain foreign direct investment (FDI) approval.
This guide is designed for foreign companies planning to incorporate in Nepal. In this post, we’ll explain what private vs public company means, why it matters, outline step-by-step how to register smoothly, and share practical insights to help you avoid costly delays.
If done correctly, registration in Nepal can be efficient and strategic not stressful.
A private company in Nepal is a closely held entity with restricted share transfers and limited shareholders. It cannot invite the public to subscribe to shares.
A public company can offer shares to the public and has stricter governance, reporting, and capital requirements.
Under Nepal’s Companies Act, 2063:
Choosing between private vs public company affects:
For most foreign investors entering Nepal, a private limited company is the preferred structure. It offers control, flexibility, and simpler compliance.
Public companies are typically chosen when:
Choosing the wrong structure can create unnecessary regulatory friction.
Below is a clear roadmap designed specifically for foreign companies.
Before filing anything, clarify:
Example:
An Australian tech firm opening a Nepal development center typically registers as a private company. A financial services company seeking public investment may require a public structure.
This decision shapes all next steps.
Submit a name application to the Office of Company Registrar (OCR).
Tips:
Approval usually takes a few working days if documentation is accurate.
You must draft:
For foreign investors, additional documentation includes:
Precision here avoids rejections.
If foreign shareholding exists, FDI approval is mandatory before capital injection.
Authorities involved may include:
Common delay reasons:
This is where experienced advisory support becomes critical.
After FDI approval (if required):
Processing time depends on completeness and structure clarity.
After registration, complete:
Many foreign companies assume registration is the end. It is only the beginning of compliance alignment.
Based on real cross-border registrations, here are practical tips:
Do not draft documents before finalizing private vs public company structure.
Inconsistencies create approval delays.
Simple share structures reduce regulatory questions.
Certain sectors require additional licenses.
Corporate tax, dividend tax, and repatriation rules must be considered upfront.
Foreign investors who plan strategically reduce registration timelines significantly.
Nepal’s regulatory system rewards clarity and compliance.
| Feature | Private Company | Public Company |
|---|---|---|
| Shareholders | Max 101 | Unlimited |
| Public Share Offering | Not allowed | Allowed |
| Compliance Burden | Moderate | High |
| Governance Requirements | Flexible | Strict |
| Ideal For | SMEs, subsidiaries | Large capital raising |
| Foreign Investors | Common choice | Strategic cases |
For most foreign entrants, private companies provide speed and control.
Company registration in Nepal does not need to be complicated. The key decision — private vs public company sets the foundation for everything that follows.
When foreign companies approach incorporation strategically, align FDI documentation correctly, and understand compliance expectations, the process becomes smooth and predictable.
The right structure today prevents regulatory friction tomorrow.
A private company limits shareholders to 101 and cannot offer shares publicly. A public company can raise funds from the public and has stricter compliance requirements. Most foreign investors choose private companies for operational flexibility.
Yes. Foreign investors can register a company through FDI approval from relevant authorities. Documentation, source-of-funds proof, and regulatory approvals are required before capital injection.
Not always. Large investments can operate under a private company unless public fundraising or regulatory rules require a public structure.
If documentation is correct, registration may take several weeks. FDI approval can extend timelines depending on complexity.
Yes. Conversion is legally permitted under Nepal’s company laws, subject to compliance and regulatory approval.
Planning to register your company in Nepal?
Choosing between private vs public company is a strategic decision not just a legal formality.
Book a consultation with our Nepal market-entry specialists to structure your incorporation correctly from day one. We’ll guide you through FDI approval, registration, compliance, and long-term planning.
Start strong. Register smart. Grow confidently.