Foreign Investment
Comprehensive FDI Guide to Company Registration and Business Incorporation in Nepal for Foreign Investors
by The Khatapana Guy
Nov 17, 2023 - 3 min read
For foreign investors eyeing Nepal as a business destination, understanding the nuances of the company registration and incorporation process is crucial. This endeavor, while promising, requires navigating through a series of regulatory steps, beginning with obtaining foreign investment approval. This detailed guide aims to demystify the process, providing a clear roadmap for establishing a legal business entity in Nepal through foreign direct investment. Please note, except for come industries, foreign companies or investors can have 100% ownership in Nepali companies.
Obtaining Foreign Investment Approval:
- Before registering your company, securing foreign investment approval from the Department of Industry or the Investment Board of Nepal is a prerequisite.
- To kick start the process, the foreign investor needs to submit a detailed business proposal, showcasing the business model, financial projections, and benefits to the Nepalese economy.
- Upon approval, the investor will receive an investment approval, which is crucial for the subsequent company registration process. The Nepal Government has recently introduced the automatic route for foreign investment allowing foreign investors to submit their application online without having to be physically present in Nepal.
Online Reservation of Company Name:
- This process can also be done before applying for foreign investment since the proposed company name is also required to be specified in the project proposal. Investors can begin by reserving your proposed company name through the Office of Company Registrar's online system.
- One needs to create an account on the portal of Office of Company Registrar to submit the company name for approval, ensuring that it is unique and aligns with business objectives.
Document Execution and Online Filing:
- The next step entails the preparation of key documents, including the memorandum of association and articles of association, aligning with the nature of proposed business as specified in the foreign investment approval.
- The signed documents are then scanned and uploaded, along with identity proofs of shareholders, the foreign investment approval and any approvals obtained, to the online portal.
- Physical submission of these documents is also required for verification and certification.
Final Registration and Compliance:
- After completion of the online filing and submission of physical copies to the Office of Company Registrar, the documents are verified by the officials of Office of the Company Registrar.
- Then, the company is formally registered, and the foreign investor will receive the registration certificate along with certified copies of memorandum and articles of association. At the same time, the tax registration number for the company, known as the Permanent Account Number (PAN), is also reserved by the Office of Company Registrar itself and a letter is provided to confirm the same. The letter has to be presented to the tax office at the time of tax registration.
- Post-registration, the foreign investor is required to ensure initial and annual compliance as per the requirements of the Company Act, 2063.
Navigating the company registration process in Nepal requires a thorough understanding of both local and foreign investment regulations. By following these steps diligently, foreign investors can successfully establish and operate a compliant business in Nepal.
But this is only the first part of the registration process. Like many countries in the world, there are multiple levels of registration required including registration at local authorities, tax office as well as registration of the industry operated by the company and then additional approvals and registration requirements as per the nature of business.
Navigating the Complexities of Company Registration:
- Comprehensive Support: Our services provide comprehensive support throughout the company registration process, ensuring that every step is handled meticulously and in compliance with Nepalese regulations.
- Tailored Assistance for Foreign Investors: We specialize in assisting foreign investors with the nuances of company registration in Nepal, including obtaining foreign investment approval and ensuring all necessary documentation is correctly prepared and submitted.
Avoiding Common Pitfalls:
- Proactive Problem-Solving: Our expertise helps you avoid common pitfalls during the registration process, such as errors in documentation, delays in name reservation, and compliance issues.
- Ensuring Timely Completion: We aim to expedite the registration process while ensuring accuracy, thus saving you time and resources and allowing you to focus on your core business activities.
Building a Strong Foundation for Your Business:
- Legal and Regulatory Compliance: Our team ensures that your business complies with all legal and regulatory requirements from the outset, laying a strong foundation for future operations.
- Smooth Entry into the Nepalese Market: With our guidance, you can expect a smooth entry into the Nepalese market, free from bureaucratic hurdles and legal complexities.
Take the First Step: Embark on your entrepreneurial journey in Nepal with confidence. Contact us for expert guidance in company registration and incorporation. Our dedicated team is ready to assist you every step of the way, ensuring that your business begins on a solid legal foundation. Reach out to us by downloading our mobile app to start your successful venture in Nepal.