Home Services Company Incorporation

Company Incorporation

In an era of rapid economic growth and increasing foreign interest, establishing a legal presence in Nepal requires more than just paperwork. At Lawin and Partners, we understand that company incorporation in Nepal is the first step toward a successful business journey. If you are a local entrepreneur, a global corporation, or a social enterprise, selecting the right incorporation vehicle is critical to your operational success and long-term compliance.

As a leading corporate law firm, we provide end-to-end services for company registration in Nepal, navigating the complexities of the Companies Act, 2063, approvals and various sectoral regulations to ensure your entity is built on a solid legal foundation.

Incorporation is the legal process of creating a corporate entity that is distinct from its owners. In Nepal, a registered company enjoys perpetual succession and limited liability, meaning the personal assets of shareholders are protected from the business's debts.

The regulatory environment in Nepal is centralized and primarily managed by the Office of the Company Registrar (OCR) under the Ministry of Industry, Commerce, and Supplies.

Law for Company Incorporation

The primary legislation governing the corporate sector is the Companies Act, 2063 (2006). However, depending on the nature of the business, several other laws come into play:

Office of the Company Registrar (OCR): The statutory body responsible for the administration of companies. All filings, from name reservation to annual returns, are processed here.
Foreign Investment and Technology Transfer Act (FITTA), 2075: Mandatory for any foreign company registration Nepal or joint venture involving non-Nepali capital.
Industrial Enterprises Act, 2076: Governs the registration of the industry aspect after the company is incorporated.
Income Tax Act, 2058: Requires every incorporated entity to obtain a PAN (Permanent Account Number) or VAT registration before commencing operations.

Companies Incorporation Vehicles in Nepal

Nepal practice several business vehicles for registration, each serving different capital needs and operational goals.

1. Private Limited Company (Pvt. Ltd.)

The most popular vehicle for startup incorporation Nepal.

Shareholders: Minimum 1, Maximum 101.
Capital: No statutory minimum (practically NPR 100,000 for local entities).
Restriction: Cannot offer shares to the general public

2. Public Limited Company (Ltd.)

Designed for large-scale enterprises and financial institutions.

Shareholders: Minimum 7, no maximum limit.
Capital: Minimum paid-up capital of NPR 10 million (NPR 1 Crore).
Public Offering: Can issue an IPO and list on the Nepal Stock Exchange (NEPSE).

3. Non-Profit Company (Profit Not Distributing)

Registered under Chapter 19 of the Companies Act, these entities are for social, scientific, or benevolent purposes.

Members: Minimum 5.
Restriction: Profits cannot be distributed as dividends; they must be reinvested into the company’s objectives.

4. Foreign Company Registration

Foreign investors can enter Nepal through three primary routes:

Subsidiary: A locally incorporated Pvt. Ltd. or Ltd. company with foreign equity.
Branch Office: An extension of the parent foreign company. It can engage in commercial activities but is limited to the scope of the parent's business.
Liaison / Representative Office: For market research and coordination only. It cannot earn revenue in Nepal.
IT Companies: For foreigners IT company registration is easy as it do not have any capital threshold.

5. Partnership and Sole Proprietorship

Partnership and Sole Proprietorship are registered under the Partnership Act or Private Firm Registration Act at the Department of Commerce or Department of Industry. They do not offer limited liability.

6. Step-by-Step Company Incorporation Process in Nepal

The process is now primarily digital through the OCR’s online portal (ocr.gov.np).

Name Reservation: Submit the proposed name for approval. The name must be unique and not conflict with existing brands.
Document Drafting: Prepare the Memorandum of Association (MoA) and Articles of Association (AoA). These are the constitution of your company.
Online Filing: Upload scanned copies of the MoA, AoA, and promoter identification.
Fee Payment: Government fees are calculated based on the Authorized Capital.
Verification: OCR officers review the application (usually takes 3–7 working days).
Certification: Upon approval, the electronic Certificate of Incorporation is issued.

8. Documents Required for Incorporation

To ensure a smooth business registration in Nepal, promoters must prepare:

Citizenship certificates (for Nepalese) or Notarized Passports (for foreigners).
Two sets of MoA and AoA.
Formal Application (Form A).
Shareholders' Agreement (if applicable).
For corporate shareholders: Registration certificate and Board Resolution of the parent entity.
FDI Approval: If it is a foreign investment company Nepal, an approval letter from the Department of Industry (DOI) or Investment Board Nepal (IBN) is required before OCR filing.

9. Post-Incorporation Registrations and Compliance

Registration at the OCR is only the beginning. To be fully operational, you must complete:
Tax Registration (PAN/VAT): Mandatory registration at the Inland Revenue Department.
Ward Office Registration: Registration at the local government (Municipality/Ward) where the office is located.
Social Security Fund (SSF): Mandatory enrollment for employees as per the Labor Act.
Industry Registration: Registration at the DOI or Department of Commerce.
Bank Account: Opening a corporate account to bring in the committed share capital.

10. Foreign Investment Incorporation

Foreign investors must navigate the FITTA 2075 requirements.

Minimum Investment: Currently set at NPR 20 million per investor (subject to government updates).
Negative List: Certain sectors (like primary agriculture, small-scale cottage industries, and trekking agencies) are restricted or have caps on foreign equity.
Repatriation: Investors must record their investment with Nepal Rastra Bank (NRB) to ensure the smooth repatriation of dividends and capital.

Corporate Lawyer in Nepal

Incorporation involves more than just filling out forms; it involves defining the legal DNA of your business. A specialized company incorporation lawyer in Nepal assists by:

Structuring Advice: Determining the optimal shareholding and capital structure.
Complex Drafting: Tailoring MoAs and AoAs to protect founders' rights.
Regulatory Liaison: Managing the bureaucratic hurdles at the OCR, DOI, and NRB.
Risk Mitigation: Ensuring all "Objective Clauses" are broad enough to allow future expansion while remaining compliant.

Corporate Law Firm in Nepal

As a dispute resolution and corporate law firm Nepal, Lawin and Partners offers all kinds of solution for domestic and international clients.

Strategic Expertise: We don't just register companies; we build business vehicles that are ready for investment and scale.
Foreign Desk: Specialized assistance for branch office registration Nepal and liaison office Nepal setups.
Speed & Accuracy: Our digital-first approach ensures that your incorporation is handled with zero errors and minimal delays.

Protect your Business by Expert Corporate Lawyers.

Proper company incorporation in Nepal is the most vital investment an entrepreneur can make. Skirting the legal details today can lead to significant penalties, tax hurdles, or shareholder disputes tomorrow.

Whether you are launching a startup incorporation Nepal or a large-scale foreign company registration Nepal, our team is ready to guide you. Secure your business's future by starting with the right legal partner.

Consult Lawin and Partners for professional corporate lawyers for company registration services today

Contact our experts

Consult Lawin and Partners

CALL NOW WHATSAPP VIBER EMAIL US

Frequently Asked Question

The initial registration at the Office of the Company Registrar (OCR) typically takes 3 to 7 working days once the name is reserved.

Yes. The OCR operates a centralized electronic filing system (ocr.gov.np). Name reservation, document submission, and fee payments are now primarily handled digitally.

Yes. You must provide a registered office address in Nepal. Within 3 months of incorporation, you are legally required to submit a formal board minute and office map to the OCR confirming the specific location.

As of 2026, there is no strict statutory minimum capital for local private companies (it can legally be as low as NPR 1,000), but a practical minimum of NPR 100,000 is recommended to cover initial administrative costs and banking requirements.

A Public Limited Company must have a minimum paid-up capital of NPR 10 million (1 Crore) to operate in Nepal.

Yes. The Companies Act allows for the registration of a Single Person Company (One-Person Company), which enjoys the same limited liability benefits as a multi-shareholder private limited entity.

Yes, in most sectors (such as IT, manufacturing, and large-scale infrastructure), 100% foreign ownership is permitted. However, some sectors like primary agriculture and trekking are on the "Negative List" or require a local partner.

The current minimum threshold for Foreign Direct Investment (FDI) is NPR 20 million per investor. Note that this threshold is waived for certain prioritized sectors, such as the Information Technology (IT) industry.

While foreign directors are permitted, the company must appoint a Local Representative or a contact person residing in Nepal to handle regulatory correspondence and compliance.

Not immediately. You must register for VAT if your annual turnover exceeds NPR 5 million (for goods) or NPR 2 million (for services). However, many companies choose to register voluntarily to claim input tax credits.

Every company must appoint an auditor within three months of incorporation. The appointment must be notified to the OCR within 15 days of the selection.

Share This Service

Get in Touch with Our Legal Experts

Have a question or need legal assistance? Fill out our contact form and our team of experienced lawyers in Kathmandu, Nepal will get back to you promptly.

Please include your WhatsApp or Viber number in the phone section if you'd prefer a direct call from one of our legal professionals.

We are here to provide trusted legal support tailored to your needs.

Park Lane, Buddhanagar-10, Kathmandu, Nepal

Phone : +9779841933745, +9779841933745

info@lawinpartners.com