NEPAL COMPANY REGISTRATION

Foreigners can incorporate:

1. Private Limited Company
2. Public Limited Company
3. Joint Venture Company
4. 100% Foreign-Owned Subsidiary
5. Branch Office of a Foreign Company
6. Liaison/Contact Office 

Other means of doing business under Section 6 of FITTA include share purchase in an existing company, reinvestment of earnings, lease finance, venture capital, technology transfer agreements, and investment through approved funds.

Step 1: Commit an investment of USD 135,000/- (NPR 20,000,000/-) with the exception of the IT sector, where no minimum investment requirement exists.

Step 2: Obtain Financial Credibility Certificate, commonly known as a Balance Confirmation Letter from your bank of choice

Step 3: In most of the sectors, 100% foreign ownership is allowed; else, partner with a local director/shareholder.

Step 4: One of the shareholders must be physically present to obtain a personal PAN card and open a bank account.  

The registration process for a foreign-invested company in Nepal takes about 3 to 6 weeks, provided that all for a foreign-invested company, assuming the 3 to 6 weeks for a foreign-invested company, assuming documents are complete. 

A foreign investor must invest at least NPR 20,000,000 (2 crore) per investor. A private company can be incorporated with a capital of USD 650 (NPR 1,00,000/-) if it is an IT company. 

Yes. Nepali law does not require a foreign shareholder or director to be physically present for incorporation. You may complete the process through an authorised representative appointed by a Power of Attorney (PoA).

A Nepali partner is not required in most sectors. 100% foreign ownership is permitted in industries that are not on the Negative List of FITTA, 2019. Even without a partner, you must have a local registered office and, in practice, a resident contact person for tax, labour, and regulatory correspondence.

A company can have only one single business objective in business sectors open for investment under a particular subcategory prescribed by the Department of Industry. It must be mentioned in the project proposal the memorandum of association of the company, along with the relevant NSIC code.

Foreign individuals cannot buy land in Nepal. A company incorporated in Nepal is a separate legal person and can own land and buildings in its own name by obtaining approval from the Department of Industry.

Yes, but Nepali law gives clear priority to Nepali citizens. A foreign national may be employed only for skilled/technical posts when a suitable Nepali is not available, and only after obtaining prior work permit approval from the Department of Labour and Occupational Safety.

The company must complete post-registration compliance at the Office of the Company Registrar, Inland Revenue Office, Department of Industry, and Nepal Rastra Bank.

Yes. Repatriation is a statutory right of a foreign investor under Section 20 of FITTA, 2019, provided the investment was properly approved and recorded.

1. A) Sectors completely closed to foreign investment (Negative List – Schedule to FITTA, 2019, read with Section 3):

• Primary agriculture and related services—poultry, fisheries, beekeeping, dairy, fruits, vegetables, oilseed, pulses, and similar primary production;
• Cottage and small industries as classified by law;
• Personal service businesses include hair cutting, beauty parlours, tailoring, driving training, and similar services.
• Arms and ammunition, gunpowder and explosives, atomic energy, and radioactive materials;
• Real estate business (construction industries are allowed);
• Motion pictures made in the national language or a language of Nepal;
• Security printing, currency notes, and coins;
• Retail business—except international chain retail operating in at least two other countries;
• Internal courier service;
• Money changer and remittance services;
• Travel agency, trekking agency, tour guides, rural tourism, and homestay;
• Mass communication—newspapers, radio, television, and online news;
• Local catering services.

1. B) Sectors open but capped:

• Consultancy services (management, engineering, legal, accounting, etc.) – foreign investment is allowed up to 51%;
• Banking, insurance, telecommunications, civil aviation, and similar regulated sectors have their own ownership ceilings and licensing conditions under BAFIA, 2073; the Insurance Act, 2079; the Telecommunications Act, 2053; and related policies. Prior regulator approval is mandatory.