Foreign Company Incorporation in Nepal
Foreign company registration in Nepal establishes legal presence for international businesses through subsidiary, branch, or liaison office structures under the Companies Act 2063. The Office of Company Registrar (OCR) processes applications via the fully digital CAMIS portal. Registration typically takes 2 to 4 weeks including FDI approval. Sunshine Law Firm provides end-to-end foreign company incorporation from entity selection through operational compliance.
What is Foreign Company Registration in Nepal?
Foreign company registration in Nepal is the legal process by which international businesses establish recognized corporate presence through subsidiary incorporation, branch office registration, or liaison office setup under the Companies Act 2063 (2006). This process creates either a separate legal entity (subsidiary) or an extension of the foreign parent (branch/liaison), enabling lawful business operations within Nepal .
The Office of Company Registrar (OCR) administers all company registrations through the Company Administration Management Information System (CAMIS), a fully digital platform operational since July 2024 (Shrawan 2081) . Foreign investors must first obtain Foreign Direct Investment approval from the Department of Industry (DOI) or Investment Board Nepal (IBN) before OCR registration.
Three primary structures exist: Private Limited Company (separate legal entity, 100% foreign ownership permitted in most sectors), Branch Office (business conducting extension of parent, no separate legal personality), and Liaison Office (coordination only, no commercial activity). Operating without proper registration exposes businesses to penalties, contract invalidation, and inability to enforce rights or repatriate profits.
How foreign company registration works in Nepal: step by step
The foreign company incorporation process in Nepal generally involves eight key steps, handled through the Department of Industry, the Office of the Company Registrar, and supporting government bodies.
- Step 1: Eligibility and structure check (1–3 days) Confirm that your intended business activity is permitted under FITTA 2075 and choose the right entity structure. Your lawyer reviews the FITTA Negative List and advises on DOI versus IBN jurisdiction based on your investment amount.
- Step 2: Document preparation (2–3 weeks) Gather and prepare the required documents. Foreign-origin documents such as your home country Certificate of Incorporation, audited financials, and board resolution must be notarised and apostilled or legalised for Nepal.
- Step 3: Foreign investment approval from DOI or IBN (7–15 working days) Submit the foreign investment approval application. Section 15(2) of FITTA 2075 requires the DOI to decide within 7 working days of receiving a complete application. The IBN follows its own processing schedule for larger investments.
- Step 4: Company name reservation at OCR (1–2 days) Once DOI or IBN approval is in hand, reserve the proposed company name at the Office of the Company Registrar. Name availability is checked online through the OCR portal.
- Step 5: OCR registration (3–5 working days) Submit the full incorporation package to the OCR, including the DOI or IBN approval letter, MOA, AOA, and director documents. The OCR issues the Certificate of Incorporation upon successful review.
- Step 6: PAN and VAT registration at IRD (1–3 working days) Register for a Permanent Account Number (PAN) and, where applicable, VAT at the Inland Revenue Department. This is required before the company can operate commercially.
- Step 7: Bank account and capital transfer Open a corporate bank account at a Nepal Rastra Bank-regulated commercial bank and transfer the approved foreign investment capital through proper banking channels as required by NRB procedures.
- Step 8: Sector-specific licences (timeline varies) Obtain any additional operating licences required for your specific industry from the relevant government ministry or regulator.
Total processing time generally ranges from six to ten weeks, depending on document completeness, DOI or IBN workload, and whether any sector-specific licences are needed.
Documents required for foreign company registration in Nepal
The following documents are typically required for foreign company incorporation in Nepal. Requirements may vary depending on the investor’s nationality, chosen business structure, and investment sector.
For the foreign investor or foreign parent company:
- Copy of valid passport (for individual foreign investors) or Certificate of Incorporation (for foreign corporate investors), notarised and apostilled
- Memorandum of Association and Articles of Association of the foreign parent company (notarised and apostilled)
- Board resolution authorising the Nepal incorporation and naming the authorised representative
- Audited financial statements of the foreign parent company for the most recent financial year
- Financial Credibility Certificate issued by the investor’s home country or domiciled bank
- Power of attorney for a Nepal-based representative to act on the investor’s behalf, if applicable
For the Nepali partner or local director (for joint ventures or locally-managed companies):
- Citizenship certificate of the Nepali individual partner or director
- Certificate of Incorporation and MOA/AOA if the local party is a Nepali company
Additional documents for the DOI and OCR filings:
- Completed DOI application form and investment details schedule
- Proposed MOA and AOA for the new Nepal company (drafted to Companies Act 2063 standards)
- Passport-sized photographs of all proposed directors
- Technology Transfer Agreement (if the investment includes licensing of intellectual property, franchise rights, or technical know-how under FITTA 2075)
- No-objection certificate or sector-specific pre-approval, where required by the relevant ministry
Timeline and government fees
The foreign company registration process in Nepal typically takes six to ten weeks from the start of document preparation to the issue of the Certificate of Incorporation, subject to government processing times and document completeness.
Stage-by-stage timeline:
| Stage | Typical duration |
|---|---|
| Document preparation and apostille/notarisation | 2–3 weeks |
| DOI foreign investment approval (Section 15(2), FITTA 2075) | 7–15 working days |
| OCR company name reservation | 1–2 working days |
| OCR company registration | 3–5 working days |
| PAN and VAT registration at IRD | 1–3 working days |
| Capital transfer via banking channel | Variable (depends on home country bank and NRB processing) |
Government fees:
Government fees apply at the DOI and OCR stages and are calculated based on the company’s authorised capital. The exact fee structure is set by the Office of the Company Registrar and the Department of Industry, and both bodies update their schedules periodically. We confirm current government fees at the start of every engagement.
Professional fees:
Sunshine Lawfirm’s professional fees for foreign company incorporation depend on the complexity of the investment structure, the number of shareholders, and whether sector-specific licences are required. Contact us for a transparent, itemised quote.
Expedited processing:
The DOI is required under FITTA 2075 to process complete applications within 7 working days. Delays most commonly result from incomplete document packages rather than DOI processing time. Working with a lawyer from the document preparation stage significantly reduces the risk of rejection or delay.
Why Use Sunshine Law Firm for Foreign Company Registration
Our lawyers have handled numerous foreign company registrations for international investors across manufacturing, technology, trading, and services sectors, successfully navigating both wholly owned subsidiary setups and branch office establishments.
Sunshine Law Firm maintains active professional relationships with Office of Company Registrar officials, Department of Industry FDI section, and Nepal Rastra Bank foreign investment department. Our team has specific expertise in Companies Act 2063 compliance, CAMIS portal navigation, and FDI approval integration with company registration.
Common mistakes clients avoid by using our advisory: selecting inappropriate entity structure (branch vs subsidiary), submitting inadequately authenticated documents causing rejection, missing FDI approval before OCR submission, and failing to appoint auditor within 90 day deadline triggering penalties.
We ensure entity selection aligns with business objectives, documents meet authentication standards, and post registration compliance is systematically managed.
We prioritize transparent process tracking, direct authority liaison, and proactive compliance management to prevent registration delays and regulatory complications.
Frequently Asked Questions
The complete process typically takes 2 to 4 weeks: FDI approval 7-15 days, OCR registration 7-15 working days, and tax/local registration 1-2 weeks . Timeline extends if document authentication is delayed or corrections are requested.
Required documents include: notarized and legalized passport/corporate registration, FDI approval from DOI, MOA and AOA, registered office proof, director consent letters, and CAMIS fee payment. Branch offices additionally require parent company board resolution and operational plan.
Government fees start at NPR 1,000 for capital up to 1 lakh, scaling to NPR 1,50,000 for capital above 50 crore . Foreign branch offices pay NPR 15,000-3,00,000+ depending on investment size . Total cost including professional services: NPR 50,000-150,000+.
Yes. Nepal permits 100% foreign ownership in most sectors under FITTA 2075 . Negative list restrictions apply to primary agriculture, cottage industries, personal services, arms, and real estate. Certain sectors have caps: banking (20-85%), telecommunications (80%), ride sharing (70%).
A branch office conducts business activities, generates revenue, and operates as parent's extension in Nepal . A liaison office only coordinates, communicates, and facilitates parent company interests without commercial activity or revenue generation. Branch offices require higher registration fees and compliance.
For private limited companies: NPR 100,000 authorized capital minimum . For FDI approval: NPR 20 million (approximately USD 155,000) minimum investment . No minimum applies to IT sector investments through automatic route .
Yes. The CAMIS portal enables fully digital registration from abroad . Foreign investors need: notarized/legalized documents, local representative with Power of Attorney, and digital signature capability. Some banks may require physical presence for account opening; Power of Attorney can delegate this.
Operating without registration exposes businesses to: contract invalidation, inability to enforce rights, penalties under Companies Act, personal liability for promoters, and criminal liability for serious violations. Foreign investment without FDI approval faces additional FITTA penalties and repatriation restrictions.
The Department of Industry (DOI) is the approving authority for foreign investments below NPR 6 billion under FITTA 2075. The Investment Board Nepal (IBN) handles approvals for investments at or above NPR 6 billion, as well as strategically significant projects designated by the government. Most small and mid-size foreign investments go through the DOI. Both bodies operate under FITTA 2075, but their application procedures and documentation requirements differ. The DOI has a One-Stop Service Centre within its premises to help foreign investors with the process.