Company registration in Nepal is not difficult, but it is unforgiving of decisions taken in the wrong order. The entity type fixes your tax and liability position, the objects clause determines which licences you can later obtain, and for foreign investors the timing of approval decides whether profits can lawfully leave the country. This guide covers which vehicle to choose, the documents required, the process at the Office of the Company Registrar, and what must follow once the certificate is issued.
Choosing the right vehicle
Private limited company
The default for most businesses. Limited liability, a small number of shareholders, no requirement to offer shares publicly. Simplest to run.
Public limited company
Required for raising capital publicly and for certain regulated activities. Higher minimum capital, more shareholders, heavier governance and disclosure.
Branch office
An extension of a foreign parent rather than a separate entity. The parent remains liable, and activities are limited to those approved.
Liaison office
Representation and coordination only. It may not trade or earn income in Nepal, which suits market research but not operations.
Sole proprietorship or partnership
Registered outside the Companies Act. Cheaper and quicker, but personal liability is unlimited.
Non-profit company
For organisations distributing no profit to members, with its own registration route and continuing restrictions.
Most incorporation regret traces back to this choice. A branch that should have been a subsidiary exposes the parent; a liaison office cannot invoice; a proprietorship taken for speed puts personal assets at risk once the business grows.
Documents you will need
- Memorandum of Association setting out the objects, capital and share structure.
- Articles of Association governing internal management, meetings and share transfers.
- Identity documents for each shareholder and director. Citizenship certificates for Nepali nationals, passports for foreign nationals.
- Consent of directors to act, in the prescribed form.
- Registered office details in Nepal, with supporting evidence of the address.
- Corporate documents where a shareholder is itself a company, including incorporation certificate, board resolution and constitutional documents.
Documents originating abroad generally require notarisation and consular authentication, and translation into Nepali where they are not already in Nepali or English. This is routinely the slowest part of a foreign-owned incorporation, so start it early rather than at filing.
The registration process
- Reserve the name with the Office of the Company Registrar. Names too similar to existing companies, or suggesting government affiliation, are refused.
- Obtain foreign investment approval from the Department of Industry, or the Investment Board where project size requires it. This precedes incorporation, not follows it.
- Prepare and execute the constitutional documents, ensuring the objects clause covers everything you intend to do, including later plans.
- File the incorporation application with the OCR together with supporting documents and prescribed fees.
- Receive the certificate of incorporation, which establishes the company as a legal person.
- Register with the Inland Revenue Department for a PAN, and for VAT where the activity requires it.
- Complete local registration with the relevant ward or municipality.
- Obtain sector licences before commencing any regulated activity.
Registration fees scale with authorised capital, so the capital figure in the memorandum has an immediate cost consequence as well as a commercial one.
What must follow registration
- Open a bank account in the company name, which for foreign investment is the channel through which capital must arrive.
- Bring capital in formally and ensure it is recorded, because repatriation later depends on this record existing.
- Appoint an auditor holding a valid certificate of practice.
- Register with the Social Security Fund before the first employee joins.
- Maintain statutory registers of shareholders, directors and charges from the outset.
- Diarise the annual cycle: audit, income tax return, OCR filings and the annual general meeting.
Where foreign investment differs
Foreign-owned incorporation carries an approval layer and a minimum investment threshold, and certain sectors are restricted or closed to foreign ownership entirely. Eligibility turns on the activity actually carried out rather than how it is described, so confirm the position against the current restricted list before committing. Thresholds and sector rules have been revised several times in recent years.
Our guide to foreign investment and company incorporation covers the approval route in detail, and business advisory in Nepal sets the registration step in the wider establishment sequence.
Why registrations get delayed
- Name rejected for similarity to an existing company. Submit alternatives rather than one preferred name.
- Objects clause drawn too narrowly, which blocks a licence application months later and requires amendment.
- Foreign documents not properly authenticated, the single most common cause of delay for overseas shareholders.
- Approval sought after money moved, which creates a problem that is difficult to correct.
- Registered address unsupported by acceptable evidence.
- Capital set without thought, either inflating fees or falling short of a sector requirement.
Frequently asked questions
How long does company registration take in Nepal?
A straightforward domestic private limited company is usually a matter of weeks once documents are in order. Foreign investment approval and sector licensing extend this considerably, because the approvals run in sequence rather than together.
Can a single person own a company?
A private limited company may be formed with a single shareholder, subject to the statutory maximum for private companies. The position differs for public companies, which require a larger minimum.
Do directors need to live in Nepal?
Foreign directors are permitted and common. In practice the company still needs someone able to deal with banking, filings and the tax office locally, whether an employee or an appointed adviser.
Can I change the company objects later?
Yes, by amending the memorandum with shareholder approval and filing at the OCR. It is slower and more expensive than drafting the objects properly at the outset.
What is the minimum capital required?
Private companies have no high threshold in general, but registration fees scale with authorised capital, and specific sectors impose their own minimums. Confirm the requirement for your activity before fixing the figure.
Is a physical office required?
A registered address in Nepal is required, and some licences depend on premises meeting sector conditions. Verify what your activity needs before committing to a lease.
Speak to our team
Reliance Corporate Advisors handles company registration in Nepal for domestic businesses and foreign investors, with corporate lawyers and Chartered Accountants working together from offices in Lalitpur. From entity selection through approvals, incorporation and the first annual cycle, get in touch, or read our guides to tax advisory in Nepal and legal services in Nepal.
This guide is general information, not legal advice. Nepali law and regulatory practice change frequently and their application depends on your circumstances, so take advice on the facts before acting.