Liaison Office Registration of Foreign Company in Nepal

Liaison Office Registration of Foreign Company in Nepal

This article on the Liaison Office explicitly explains and makes the reader clear about the legal proceedings/process, required documents, time requirement for registration process and authorities on the establishment of a liaison office in Nepal.

1. Introduction

Liaison office, also known as the contact office or contact point, for a foreign company in Nepal. The liaison office coordinates in establishing relationships with local businesses or parties where it is established.

2. Governing Laws

Existing governing Laws for liaison office registration of foreign companies in Nepal are governed by Section 154 of the Companies Act of Nepal.

3. Authority for Registration

The Office of the Company Register (OCR) is the governing authority to register a liaison office in Nepal.

 

Approval of government authority is not required; however, the Office of the Company Registrar (OCR) can ask for approval from the relevant authority for registration of a liaison office as per the nature of the business activities to be conducted.

4. Liaison Office Registration Process in Nepal

Below in the steps of the Liaison Office Registration Process in Nepal: 

Step 1: Submission of Liaison Office Registration Application and the required documents on the official site of OCR.


Step 2: OCR verify all the documents and provide the Registration Certificate


Step 3: Business registration in the local authority i.e., Ward office, where the office will be operated


Tax Registration (VAT/PAN) in the Inland Revenue office and opening a bank account

 

process-of-registration-of-liaison-office-in-nepal

 

5. Business activities that Liaison office of Foreign Company Can Not Allowed to do in Nepal

  1.  The liaison office registered in Nepal do not have a separate legal status and legal personality; it is taken as part of a foreign company operating in Nepal.
  2. The liaison office of a foreign company registered in Nepal cannot be engaged in any kind of income-generating activities in Nepal.
  3. No advertising activities can be undertaken

6. Business activities that liaison office can conduct includes the following:

1. Market research and information gathering about the market trends, consumer behaviour,
2. Liaison office can provide information of the parent company’s product and service to the customers and suppliers,
3.  Promotion of Parent Company
4.  Facilitates trade between the Parent company and local business,
5. Coordinates  with Agent in Nepal if appointed by foreign company.
6. Ensuring regulatory compliance and project monitoring, assist agents to import and use of products of foreign company without remuneration.

7. Time Required for registration Process of Liaison Office of Foreign Company in Nepal

The time required for registration of a liaison office in Nepal tentatively takes 2 to 3 weeks. 

8. Required Documents for Registration of Liaison Office of Foreign Company in Nepal

S.N. Required Documents Notarization
1. Memorandum of Association (MOA), Article of Association of foreign company and its Nepali Language Translation, Certificate of Registration Required
2. Application for Liaison Office Registration Not Required
3. Board Resolution of the Foreign Company to set up a liaison office Not Required
4.  Signed Copy of Company Profile Not Required
5.  Passport of all Directors of the Company Required
6. Citizenship of Nepalese Representative with an authorized letter of appointment Required
7. Proposed Plan of Liaison Office Not required
8. Power of Attorney Required
10. Resolution of all directors of the foreign company that the documents and information are correct and accurate. Not Required

9. Post- Registration Compliance for Branch Office in Nepal

Following are the post-compliance requirements of the branch office in Nepal:

 

  1. To be registered at the local authority and the Inland Revenue Department for tax purposes to pay income tax in Nepal.
  2. Submit a 3-month compliance document before OCR.
  3. Information to be updated to the concerned authority if any changes or amendments are made.
  4. Submission of the balance sheet of its parent company within 3 months from its preparation date.
  5. Appoint an auditor to prepare the annual financial statement (audit report) of the branch office
  6. Annual filing each year.

8. Difference between Branch Office and Liaison Office

  • The Liaison Office are contact point for foreign companies to communicate and coordinate establishing relationships with local businesses or parties but Branch office can do business activities.
  • Liaison offices are not permitted to generate income activities, whereas branch offices can earn.
  • No any approval form from the government authority is required for liaison office establishment but for a branch office, approvals are required as per the nature of business.
  • The liaison office cannot do any contract for business or transaction, advertisement and marketing for products of a foreign company, whereas a branch office can do.

 

Disclaimer: All content available here is for general information purposes. A proper legal solution always depends on your particular circumstances thus seek advice from an attorney who can provide assurances of the information contained herein and its interpretation.  All liability with respect to actions taken based on the site’s information is hereby expressly disclaimed.

 

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