What Papers to Prepare? Document Requirements for Nepalese Private Company Registration

Foreign investors comparing a private vs public company in Nepal usually ask one practical question first: what papers do we actually need?

This guide answers that clearly. It walks you through document requirements for Nepalese private company registration, contrasts them with public companies, and explains why most foreign companies start private. You will also see legal references, regulator expectations, and common mistakes that delay approvals.

If you want a compliant, fast, and scalable Nepal entry, this article is your roadmap.

Understanding the Private vs Public Company in Nepal

Before preparing documents, you need clarity on structure.

A private company in Nepal is designed for closely held ownership. Shares are not offered to the public. Governance is simpler. Compliance is lighter.

A public company can issue shares to the public and list on the stock exchange. It faces higher capital, disclosure, and regulatory thresholds.

For most foreign companies entering Nepal for back-office operations, IT services, BPO, or trading, the private company structure is the default choice.

Legal Framework Governing Company Registration in Nepal

Company incorporation in Nepal is governed primarily by the Companies Act 2006. Foreign investment elements are regulated through FITTA and sector-specific laws.

The registering authority is the Office of Company Registrar, commonly called OCR.

Key regulators involved:

• OCR for incorporation
• Department of Industry for foreign investment approval
• Nepal Rastra Bank for capital inflow
• Inland Revenue Department for PAN and tax

Why Foreign Companies Usually Choose a Private Company

When comparing private vs public company in Nepal, foreign investors almost always choose private because:

• Lower minimum capital
• Faster registration timeline
• Fewer disclosure obligations
• No public share issuance
• Easier control and governance

A public company is rarely justified unless you plan capital markets activity inside Nepal.

Core Documents Required for Nepalese Private Company Registration

This is the heart of the process. Below is the complete document checklist foreign companies should prepare.

1. Constitutional Documents

These define the company’s legal existence.

• Memorandum of Association (MOA)
  • Company name
  • Objectives
  • Authorized capital
  • Shareholding structure
• Articles of Association (AOA)
  • Governance rules
  • Director powers
  • Share transfer restrictions

Both must comply with the Companies Act 2006 and OCR formats.

2. Shareholder and Director Identification Documents

For each foreign shareholder or director:

• Passport copy
• Recent passport-size photograph
• Contact details
• Shareholding percentage
• Board role designation

If the shareholder is a foreign company, additional documents apply.

3. Foreign Corporate Shareholder Documents

If shares are held by an overseas entity:

1. Certificate of Incorporation
2. Charter or equivalent constitutional document
3. Board resolution approving Nepal investment
4. Authorized signatory details
5. Parent company ownership structure

These documents must be:

• Notarized
• Apostilled or embassy-attested
• Translated if not in English

4. Registered Office Address Proof in Nepal

OCR requires proof of a physical address.

Accepted documents include:

• Lease agreement
• Consent letter from property owner
• Utility bill copy
• Location map

Virtual offices are not accepted.

5. Capital Structure and Share Subscription Documents

You must submit:

• Authorized capital declaration
• Issued and paid-up capital breakdown
• Share subscription letters
• Share allocation schedule

For foreign investment, capital inflow must later be routed through banking channels.

6. Board and Shareholder Resolutions

Mandatory resolutions include:

• Decision to incorporate in Nepal
• Appointment of directors
• Appointment of company secretary, if applicable
• Authorization to sign incorporation documents

7. Power of Attorney

Foreign shareholders usually issue a Power of Attorney authorizing a local representative to complete registration.

This must be:

• Executed abroad
• Notarized and legalized
• Specific to Nepal incorporation

Numbered Overview: Step-by-Step Document Flow

1. Finalize company structure and ownership
2. Prepare MOA and AOA
3. Collect shareholder and director KYC
4. Attest foreign documents
5. Secure Nepal office address
6. Submit incorporation file to OCR
7. Obtain certificate of incorporation

Private vs Public Company in Nepal: Document Comparison Table

This table alone explains why private vs public company in Nepal decisions usually favor private entities.

Additional Compliance Documents After Registration

Registration is not the end. Foreign companies must complete post-incorporation compliance.

• PAN registration with IRD
• Bank account opening
• Capital inflow reporting to NRB
• Share certificate issuance
• Statutory registers

Missing these steps creates downstream repatriation and audit risks.

Common Document Mistakes That Delay Approval

Foreign companies often face delays due to:

• Objectives clause too broad or unclear
• Mismatch between shareholding and capital
• Improperly attested foreign documents
• Office address inconsistencies
• Director details not aligned across forms

These are avoidable with proper preparation.

Private Company Registration Timeline in Nepal

Typical timeline:

• Document preparation: 1 to 2 weeks
• OCR review and approval: 3 to 7 working days
• Post-registration compliance: 1 to 2 weeks

Public company registration can take several months.

Tax and Compliance Perspective

From a tax standpoint, private and public companies are treated similarly under the Income Tax Act. The difference lies in reporting burden, not tax rates.

This is another reason the private vs public company in Nepal decision is operational rather than fiscal.

When Does a Public Company Make Sense?

A public company may be suitable if:

• You plan to raise capital from Nepali investors
• You intend to list on NEPSE
• You operate in regulated capital-intensive sectors

For most foreign service companies, it adds cost without benefit.

Final Thoughts: Choosing Right from Day One

Understanding private vs public company in Nepal is less about theory and more about execution. A private company offers speed, control, and compliance clarity.

Prepare the right documents early. Align them with regulator expectations. Avoid rework.

That is how successful foreign companies enter Nepal.

Frequently Asked Questions

Is private company registration mandatory for foreign investors in Nepal?

No, but most foreign investors choose private companies due to lower capital and simpler compliance.

What is the minimum capital for a private company in Nepal?

There is no fixed minimum under the Companies Act, but sectoral rules may apply.

Can a foreigner be a director in a Nepali private company?

Yes. Foreign nationals can be directors, subject to visa and compliance requirements.

How long does private company registration take in Nepal?

Typically 2 to 4 weeks including document preparation and approvals.

Is public company registration better for foreign companies?

Usually no. Public companies involve higher cost, disclosure, and regulatory oversight.