Foreign Direct Investment (FDI) Legal Help Desk Your Legal Guide

Foreign Direct Investment (FDI) Legal Help Desk Your Legal Guide

FDI Legal Help Desk & Lawyers Guide

At Lawin & Partners, our FDI Legal Help Desk is dedicated to guiding multinational corporations, private equity firms, and Non-Resident Nepalis (NRNs) through the complexities of the Nepali market entry. This guide serves as your comprehensive legal roadmap for investing in Nepal in 2026.

2026 COMPLIANCE READY

Legal Framework Governing FDI

FITTA, 2074 (2019)

The primary law governing FDI, recently amended in 2025 to ease equity transfers and repatriation.

Industrial Enterprises Act

Provides for the "One-Stop Service Center" and various fiscal incentives.

Companies Act, 2063

Governs the incorporation and internal management of foreign-invested companies.

Investment Vehicles

  • 100% Foreign-Owned Subsidiary

    Full control over operations and strategic management in permitted sectors.

  • Joint Venture (JV) Collaboration

    Partnering with local entities to leverage domestic market knowledge and resources.

  • Technology Transfer Agreement (TTA)

    Licensing intellectual property, patents, or technical expertise to Nepali firms.

NRN Privilege

Non-Resident Nepalis (NRNs) holding an identity card enjoy special status, often treated similarly to domestic investors in specific sectors, including relaxed minimum investment rules in certain areas.

Sectors & Thresholds

Negative List (Prohibited)

  • Primary Agriculture (Poultry, dairy, etc.)
  • Small and Cottage Industries
  • Mass Media (Print, online news)
  • Sensitive Services (Real estate brokerage, retail)

Minimum Investment

NPR 20 Million

(Approx. USD 150,000) per investor as of 2026.

* Exception: IT sector thresholds are waived to encourage digital innovation.

FDI Approval Procedure

PHASE 01

Initial Setup

Securing DOI/IBN Approval, executing Company Incorporation at OCR, and completing Tax Registration (PAN/VAT).
PHASE 02

Registration

Business registration at the local ward office, formal Industry Registration at DOI, and corporate bank account activation.
PHASE 03

Compliance

Formal investment recording at NRB and obtaining necessary non-blacklisting certificates for operational integrity.

Repatriation & Taxation (2026 Reforms)

Repatriation Rights

  • Dividends & Net Profits
  • Proceeds from share liquidation
  • Royalties & Technical fees
  • Interest on foreign loans

Pro-Investor Update: Bypassing prior-approval for dividends from NRB is now permitted through commercial banks in 2026.

Fiscal Incentives

25% Standard CIT
5% Dividend Tax

Special exemptions and holidays are available for export-oriented industries and the rapidly growing IT sector.

Navigating Nepal's Legal Landscape

Lawin & Partners acts as your local legal liaison, ensuring compliance with DOI, IBN, and NRB regulations.

Professional Legal Support

Consult with Lawin and Partners Experts

Frequently Asked Questions

The minimum investment threshold is NPR 20 million (approx. USD 150,000) per foreign investor.

Yes, in most sectors, including IT, manufacturing, and energy, 100% foreign equity is permitted.
 

A foreign individual, firm, company, NRN, foreign government, or international agency.
 

Non-Resident Nepalis (NRNs) enjoy a special status and can invest as "Foreign Investors" but with   simplified procedures in specific sectors.

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