How to register company from abroad in Nepal is a question frequently asked by foreign investors and Non-Resident Nepalis seeking business opportunities. A systematic approach is required for successful registration. This guide provides detailed information about the process.
Legal Framework for Foreign Company Registration
The Foreign Investment and Technology Transfer Act, 2019 governs foreign investment in Nepal. Additionally, the Companies Act, 2006 establishes the procedural requirements. The Industrial Enterprises Act, 2020 offers incentives to investors.
Foreign investment is defined by the Act to include equity investment, reinvestment, lease finance, venture capital, and technology transfer. A foreign investor includes any individual, firm, company, Non-resident Nepali, or international agency making investment.
Types of Companies for Foreign Investors
Several company structures are available for foreign investors in Nepal:
|
Company Type |
Key Features |
Foreign Investment Allowed |
|
Private Limited Company |
1-101 shareholders, limited liability |
Yes, with approval |
|
Public Limited Company |
7+ shareholders, can raise public capital |
Yes, with approval |
|
Branch Office |
Extension of foreign parent company |
Yes, with DOI approval |
|
Liaison Office |
Non-income generating contact office |
Yes, NPR 50,000 fee |
|
Single-Person Company |
One owner with limited liability |
Yes, for NRNs |
Step-by-Step Registration Process
Step 1: Foreign Investment Approval from DOI
The Department of Industry (DOI) or Investment Board of Nepal (IBN) must be approached first. DOI handles investments below NPR 6 billion; IBN handles larger investments.
Documents required for approval:
- Project report with market, technical, and financial aspects
- Bio-data or company profile of the foreign investor
- Certificate of incorporation and MOA/AOA (translated into Nepali)
- Corporate resolution to invest in Nepal
- Financial credibility certificate from a foreign bank
- Source of investment and time schedule documents
- Power of Attorney for the local representative
- Passport copies of investors and directors
- Commitment letter for one-year investment retention
- Joint venture agreement (if applicable)
Processing time: 7-14 days
Step 2: Company Name Reservation at OCR
The Office of Company Registrar (OCR) portal at camis.ocr.gov.np must be accessed. A unique company name must be proposed in both English and Nepali.
Name reservation steps:
- Account creation on the OCR portal
- Name search for availability
- Name reservation request submission
- Payment of reservation fee (NPR 500)
- Approval within 1-2 days
Step 3: Document Preparation
The Memorandum of Association (MOA) and Articles of Association (AOA) must be drafted. These documents define the company's objectives and internal governance.
Key clauses to be included:
- Company name and registered address
- Objectives and business activities
- Share capital and shareholder details
- Board composition and powers
- Meeting procedures
- Dividend distribution policies
Step 4: Online Submission and Payment
All documents must be uploaded to the OCR portal. Registration fees must be paid online through the portal's payment system.
Fee structure for private companies:
|
Authorized Capital (NPR) |
Registration Fee (NPR) |
|
Up to 100,000 |
1,000 |
|
100,001 - 500,000 |
4,500 |
|
500,001 - 2,500,000 |
9,500 |
|
2,500,001 - 10,000,000 |
16,000 |
|
10,000,001 - 20,000,000 |
19,000 |
|
Above 20,000,000 |
30 per 100,000 |
Step 5: OCR Examination and Approval
The OCR examines all submitted documents. Verification of signatures, compliance with the Companies Act, and consistency of information is conducted.
If discrepancies are found, notification is sent for corrections. Once approved, the registration certificate is issued within 5-7 days.
Step 6: PAN/VAT Registration
Registration at the Inland Revenue Department must be completed within three months. A Permanent Account Number (PAN) is required for all business transactions.
Documents needed:
- Company registration certificate
- MOA and AOA copies
- Shareholder citizenship/passport copies
- Office rental agreement or ownership documents
Step 7: Ward Office Registration
Local ward office registration is mandatory for business operation. A business registration certificate is issued by the ward office.
Step 8: Bank Account Opening
A bank account must be opened in a Nepalese commercial bank. The minimum capital of NPR 20 million must be deposited.
Step 9: Capital Infusion and NRB Approval
Nepal Rastra Bank (NRB) approval is required for capital infusion. The foreign currency must be brought through proper banking channels.
Process:
- Application to NRB with DOI approval
- Bank account verification
- Capital transfer from foreign bank
- Investment certificate issuance
- Recording at NRB
Step 10: Industry Registration
Final registration at the Department of Industry must be completed. An industry registration certificate is issued upon verification.
Minimum Capital Requirements
The minimum foreign investment threshold was reduced in 2022. Currently, NPR 20 million (approximately USD 150,000) is required. This amount must be deposited in a Nepali bank before operations commence.
Timeline for Complete Registration
The entire process typically requires 30-45 days. However, delays may occur due to document verification or approval processes.
|
Phase |
Duration |
|
DOI approval |
7-14 days |
|
Name reservation |
1-2 days |
|
Document preparation |
5-7 days |
|
OCR registration |
5-7 days |
|
PAN registration |
3-5 days |
|
Bank account opening |
3-5 days |
|
NRB approval |
7-10 days |
|
Industry registration |
3-5 days |
Sectoral Restrictions
Certain sectors are restricted for foreign investment. These include:
- Small-scale agriculture
- Cottage industries
- Personal service businesses
- Arms and ammunition
- Currency printing
Priority sectors include:
- Hydropower
- Tourism
- Infrastructure
- Information technology
- Manufacturing
Taxation and Compliance
Registered companies must comply with several tax obligations:
Corporate tax rates:
- Normal business: 25%
- Special industries: 20%
- Export-oriented businesses: 20%
Annual compliance requirements:
- Financial statements audited by ICAN-licensed auditor
- Annual income tax return filing
- OCR annual update before Poush end
- Share registry maintenance
- Board meeting minutes
Documents Required Summary
A comprehensive checklist is provided below for foreign investors:
- Project report
- Company profile of investor
- Certificate of incorporation (translated)
- MOA/AOA (translated)
- Corporate resolution
- Bank credibility certificate
- Source of funds proof
- Power of Attorney
- Passport copies
- Commitment letter
- Joint venture agreement
- DOI approval letter
- NRB approval letter
- Office address proof
- Shareholder KYC documents
Major Cities for Company Registration
Services are available in all major cities across Nepal:
Kathmandu: Primary business hub, all government offices located here
Pokhara: Growing tourism and IT sector
Dharan: Eastern Nepal business center
Biratnagar: Industrial and trade hub
Birgunj: Border trade city
Hetauda: Industrial corridor
Butwal: Connecting hub to India
Professional Assistance by Nepal Lawyer
The company registration procedure in Nepal can be complex for foreign investors. Nepal Lawyer provides expert legal services for all registration steps.
Services offered:
- Pre-investment consultation
- Project report preparation
- DOI approval facilitation
- Document drafting and review
- OCR submission handling
- Tax registration assistance
- NRB approval coordination
- Post-registration compliance
Why choose Nepal Lawyer:
- 50+ years combined experience
- 1000+ companies registered
- 24/7 client support
- Transparent pricing
- Guaranteed timeline of 21 days
- Multi-city presence
Common Challenges and Solutions
Challenge 1: Document Authentication
Foreign documents must be notarized and apostilled. Solution: Start authentication process 2 weeks in advance.
Challenge 2: Name Rejection
Many names are rejected for similarity. Solution: Prepare 3-4 alternative names.
Challenge 3: Bank Account Delays
Banks require extensive KYC documents. Solution: Engage lawyer for bank coordination.
Challenge 4: NRB Approval Time
NRB verification can take long. Solution: Ensure all documents are complete and accurate.
Frequently Asked Questions
Q1: Can a foreign national register a company in Nepal without local partner?
Yes, 100% foreign ownership is permitted in most sectors. Local partner is not mandatory.
Q2: What is the fastest possible registration timeline?
With proper documentation, 21-30 days is achievable through professional services.
Q3: Are online submissions accepted for all processes?
Yes, the OCR portal and DOI online system accept digital submissions. Physical verification may be required later.
Q4: Can existing foreign company establish branch instead of new company?
Yes, branch office registration is allowed with DOI approval and NPR 50,000 fee.
Q5: What are the repatriation rules for profits?
Profits can be repatriated after one year of investment. NRB approval required.
Q6: Is physical presence required during registration?
Not mandatory. Power of Attorney can authorize local representative.
Q7: Which sectors allow 100% foreign ownership?
Manufacturing, IT, tourism, hydropower, export industries.
Q8: What are the post-registration mandatory compliances?
PAN registration, ward registration, bank account opening, industry registration, 3-month return filing.
Q9: Can registered office be a residential property?
Yes, if local ward allows. Commercial property preferred.
Q10: What is the difference between branch office and liaison office?
Branch office can conduct business; liaison office only coordinates and cannot generate income.
Cost Breakdown for Company Registration
Government fees:
- DOI approval: NPR 5,000
- Name reservation: NPR 500
- OCR registration: Based on capital (NPR 1,000-50,000)
- PAN registration: Free
- Ward registration: NPR 1,000-5,000
Professional fees:
- Legal consultation: NPR 25,000-50,000
- Document preparation: NPR 15,000-30,000
- Processing facilitation: NPR 20,000-40,000
Bank charges:
- Account opening: NPR 2,000-5,000
- Swift charges: USD 25-50
Total estimated cost: NPR 100,000-150,000 (excluding capital deposit)
Why Choose Nepal Lawyer for Your Registration
Nepal Lawyer stands as the fastest and most reliable legal service for company registration in Nepal. With unparalleled expertise in foreign investment laws, clients receive:
- Guaranteed 21-day registration or money-back offer
- Single-window service for all government approvals
- 24/7 online tracking of application status
- Post-registration compliance support for one year
- Multi-lingual support (English, Nepali, Hindi)
Call to action: Contact Nepal Lawyer today at +977-1-4243968 or visit nepallawyer.com for a free consultation. Let your business journey in Nepal begin with confidence.
Latest Updates for 2025-2026
The government has simplified the registration process. Online verification systems have been enhanced. The minimum capital threshold remains at NPR 20 million. New sectors have been opened for foreign investment including electric vehicles and renewable energy.
NRB has introduced a fast-track approval system for investments above NPR 100 million. The OCR portal has been upgraded for better user experience. Integration with the tax system has been implemented for automatic PAN generation.
Resources
Government Sources:
- Office of Company Registrar Nepal: https://www.ocr.gov.np
- Department of Industry: https://www.doi.gov.np
- Nepal Rastra Bank: https://www.nrb.org.np
Legal Framework:
- Foreign Investment and Technology Transfer Act, 2019: https://investmentpolicy.unctad.org
- Companies Act, 2006: https://www.nepallawcommission.gov.np
International Resources:
- UNCTAD Investment Policy Hub: https://investmentpolicy.unctad.org
- World Bank Doing Business: https://www.doingbusiness.org
Professional Services:
- Nepal Lawyer: https://www.nepallawyer.com - Best legal service provider for company registration
Disclaimer: This information is for general guidance only. Professional legal consultation is recommended for specific cases. Nepal Lawyer provides expert assistance for all company registration matters.
Author Bio: This article is authored by senior corporate lawyers at Nepal Lawyer with 50+ years of combined experience in foreign investment and company registration law in Nepal.
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