Branch Office & Liaison Office Registration in Nepal
Branch office and liaison office registration in Nepal establishes foreign company presence under the Companies Act 2063. Branch offices conduct business activities while liaison offices coordinate only. The Department of Industry One Stop Service Center processes approvals. Registration typically takes 2 to 4 weeks. The OCR must issue a registration decision within 30 days of receiving a complete application. Sunshine Law Firm provides end to end branch and liaison office establishment from FDI approval through operational compliance.
What is branch office and liaison office registration in Nepal?
Branch office and liaison office registration in Nepal is the process under which a foreign company establishes a legal presence in Nepal without incorporating a separate local company. Both are governed by Section 154 of the Companies Act 2063 (2006), administered by the Office of the Company Registrar (OCR) under the Ministry of Industry, Commerce and Supplies.
A branch office is an extension of the foreign parent company in Nepal. It can engage in commercial activities, sign contracts, earn income, and employ staff, provided those activities match the scope of the parent company’s business. A liaison office, by contrast, is legally prohibited from any income-generating or advertising activities under Section 154(6) of the Companies Act. It exists only to coordinate, communicate, and facilitate market research on behalf of the parent.
Neither structure creates a separate legal entity. The parent company remains fully liable for all obligations of the branch or liaison office in Nepal.
Any foreign company conducting transactions through a Nepal office for one month or more, or appointing any person for regular contact in Nepal, is deemed to be operating in Nepal under Section 154(1) and must register before doing so. Operating without registration exposes the foreign company to fines and forced closure under Section 81 and Section 158 of the Act.
How Branch Office and Liaison Office Registration Works Step by Step
The branch office and liaison office registration process in Nepal generally involves 9 key steps, handled through the Department of Industry One Stop Service Center and Office of Company Registrar .
Step 1: Office Type Selection and Eligibility (2 to 5 days) Determine whether branch office (business conducting) or liaison office (coordination only) suits your Nepal objectives. Branch offices typically require government contract or competitive selection basis .
Step 2: Scoping Consultation at OSSC (1 day) Visit Department of Industry One Stop Service Center in Tripureshwor, Kathmandu for preliminary consultation. Contact: 01-5361302, email fdi@doind.gov.np.
Step 3: FDI Approval Application (7 to 15 days) Submit FDI approval application to DOI Foreign Investment and Technology Transfer Section with project proposal, parent company profile, operational plan, and government approval documentation if applicable.
Step 4: Document Authentication (1 to 2 weeks) Notarize parent company documents in home country, obtain apostille if Hague Convention applies, and legalize at Nepali embassy/consulate. Translate non English documents to Nepali.
Step 5: Name Reservation at OCR (1 to 2 days) Reserve company name through OCR online portal or physical submission. Name must include parent company name with “Nepal Branch” or “Nepal Liaison Office” designation.
Step 6: Registration Application Submission (1 day) Submit branch or liaison office registration application to OCR with authenticated parent company documents, board resolution, FDI approval, and local representative appointment letter.
Step 7: OCR Review and Verification (7 to 15 working days) OCR examines documents for compliance with Companies Act 2063 Section 154. May request corrections or additional information .
Step 8: Registration Certificate Issuance (1 to 2 days) Upon approval, OCR issues Branch Office or Liaison Office Registration Certificate with unique registration number.
Step 9: Tax and Operational Setup (5 to 10 days) Complete PAN registration, open corporate bank account, register at local ward office, and commence operations. Branch offices must additionally complete industry registration at DOI .
Total processing time generally ranges from 2 to 4 weeks depending on document authentication speed, FDI approval timeline, and OCR workload.
Documents Required
The following documents are typically required for branch office and liaison office registration in Nepal:
From Parent Company (All Must Be Authenticated):
- Certificate of incorporation or registration (notarized, apostilled, embassy legalized)
- Memorandum of Association and Articles of Association
- Board resolution specifically authorizing Nepal branch or liaison office establishment
- Corporate profile describing business activities and financial standing
- Audited financial statements (last 2 to 3 years)
- Tax clearance or good standing certificate from home country
For Branch Office Specifically:
- Government approval, recommendation letter, or competitive selection documentation
- Proposed operational plan detailing business activities in Nepal
- Agreement with Nepali government authority if applicable
For Local Representative:
- Appointment letter designating authorized representative in Nepal
- Citizenship certificate or passport copy of Nepali representative
- Power of Attorney authorizing representative to act on parent company behalf
Registration Application Documents:
- FDI Approval Certificate from Department of Industry
- Name reservation approval from OCR
- Registered office proof (lease agreement with landlord citizenship and property ownership documents)
- Registration fee payment receipt
- Passport copies of parent company directors
Note: All foreign documents require notarization in issuing country, apostille for Hague Convention members, and legalization at Nepali embassy/consulate. Non English documents need certified Nepali translation.
Timeline and Government Fees
The branch office and liaison office registration process in Nepal typically takes 2 to 4 weeks from FDI approval through certificate issuance, subject to government processing times and document completeness.
Official Timeline:
- OSSC scoping consultation: Same day walk in
- FDI approval (DOI): 7 days
- OCR registration processing: 7 to 15 working days
- PAN registration: 3 to 5 working days
Practical Timeline:
- Document preparation and authentication: 1 to 2 weeks
- FDI approval and OSSC processing: 1 to 2 weeks
- OCR registration: 1 to 2 weeks
- Tax and operational setup: 1 to 2 weeks
Government Fees:
| Investment Amount (NPR) | Branch Office Registration Fee (NPR) |
|---|---|
| Up to 1 crore | 15,000 |
| 1 to 10 crore | 40,000 |
| 10 to 20 crore | 70,000 |
| 20 to 30 crore | 100,000 |
| 30 to 40 crore | 130,000 |
| 40 to 50 crore | 160,000 |
| Above 50 crore | 3,000 plus 3,000 per additional 10 crore |
If proposed investment is unspecified: flat fee of NPR 100,000
Additional Government Fees:
- FDI approval: Free of charge
- PAN/VAT registration: Free of charge
- Industry registration (branch office): Free of charge
- Name reservation: NPR 100 to 500
- Document notarization and legalization: Variable by country
Professional Fees: Our fees vary based on office type complexity, document authentication requirements, and ongoing compliance needs. Contact us for transparent quote including all government liaison and documentation.
Why use Sunshine Lawfirm for branch and liaison office registration in Nepal
Sunshine Lawfirm has handled branch office and liaison office registrations for foreign companies from multiple sectors and countries of origin at the OCR in Kathmandu.
The most common problem we encounter is foreign companies arriving with documentation packages prepared for a FITTA-based subsidiary incorporation, not a Section 154 branch registration. The two processes are different. Branch office capital is not classified as foreign investment under Nepali law and does not require DOI approval under FITTA 2075. Submitting DOI documentation to the OCR for a branch application creates delay and confusion. We identify this at the assessment stage and direct the process correctly from day one.
The second problem we see regularly is liaison offices gradually expanding their activities to include income-generating work — negotiating contracts, invoicing local customers, or accepting payment. This violates Section 154(6) of the Companies Act and puts the entire registration at risk of cancellation under Section 158. We advise on where the legal boundary sits before registration, not after.
Our lawyers are registered with the Nepal Bar Council and advise clients in English throughout the process. We serve clients in Kathmandu, Lalitpur, Pokhara, and internationally.
Frequently Asked Questions
The complete process typically takes 2 to 4 weeks: OSSC consultation and FDI approval 7 to 15 days, OCR registration 7 to 15 working days, and tax setup 5 to 10 days. Timeline extends if document authentication is delayed.
Required documents include: authenticated parent company certificate of incorporation, MOA and AOA, board resolution authorizing Nepal office, government approval or contract documentation, FDI approval from DOI, and local representative appointment
Government registration fees range from NPR 15,000 (up to 1 crore investment) to NPR 3,00,000 plus (above 50 crore). FDI approval, PAN registration, and industry registration are free at OSSC . Total cost including professional services: NPR 50,000 to 150,000 plus.
A branch office conducts business activities, generates revenue, enters contracts, and operates as parent company extension . A liaison office only coordinates, communicates, researches markets, and promotes parent interests without any commercial transactions or revenue generation.
No. FITTA 2019 mandates FDI approval from Department of Industry for all foreign company establishments including branch offices .
Branch offices may conduct activities similar to parent company business scope including trading, services, consulting, and project execution. Activities must align with approved operational plan and cannot exceed parent company constitutional objectives. Negative list restrictions apply (primary agriculture, arms, real estate, etc.)
No fixed minimum capital requirement exists for branch office registration. Investment amount should align with operational requirements and proposed business scale. However, foreign investors generally need minimum NPR 20 million for FDI approval unless IT sector automatic route applies
Operating without registration exposes companies to: contract invalidation, inability to enforce legal rights, penalties under Companies Act, personal liability for representatives, and potential criminal liability for serious violations. Unregistered offices cannot open bank accounts, hire employees legally, or repatriate funds.
No. A liaison office registered in Nepal cannot conduct any income-generating activities, including signing commercial contracts, invoicing local customers, or providing paid services. This prohibition is set out in Section 154(6) of the Companies Act 2063. If a liaison office begins conducting commercial activities, it must be re-registered as a branch office. Continuing income-generating activities under a liaison registration exposes the foreign company to penalties and registration cancellation under Section 158 of the Act.