Company Registration in Nepal 2025

Introduction: The Strategic Imperative of Proper Company Registration

Launching a new business in Nepal is more than just an entrepreneurial decision — it’s a strategic compliance exercise. In an increasingly regulated commercial environment, entrepreneurs, investors, and foreign stakeholders are required to navigate a multi-layered legal landscape to establish a legally recognized entity.

Whether you are a local startup founder, a foreign investor, or an established corporate group looking to expand, engaging a specialized company registration lawyer is not just advisable — it’s mission-critical.

A qualified business lawyer can help you:

• Navigate regulatory requirements under Companies Act 2006 (2063).

• File and structure your company with the Office of the Company Registrar.

• Structure foreign investment compliantly under Foreign Investment and Technology Transfer Act 2019.

• Minimize compliance risks and enhance operational readiness.

Medha Law and Partners Is a leading law firm in Nepal.

Why You Need a Company Registration Lawyer in Nepal

Unlike informal business setups, company registration involves multiple procedural checkpoints — each with legal significance. A company registration lawyer helps:

1. Ensure Legal Compliance — Advising on applicable laws, corporate structure, shareholding patterns, and sectoral regulations.

2. Minimize Regulatory Delays — Handling drafting, notarization, submission, and approval of incorporation documents.

3. Optimize Business Structure — Selecting the right entity type (Private Limited, Public Limited, NGO, JV, Foreign Company, etc.).

4. Protect Your Liability & Intellectual Property — Ensuring founders and shareholders are legally protected.

5. Facilitate Foreign Investment — Preparing legal documentation for repatriation, equity participation, and tax compliance.

6. Build Credibility — A properly registered company inspires investor confidence, regulatory trust, and operational stability.

Legal Framework Governing Company Registration in Nepal

Company formation and registration in Nepal are primarily regulated by a series of legislative and administrative instruments. The cornerstone legal frameworks include:

• 📜 Companies Act 2006 (2063) — governing incorporation, capital structure, shareholding, and corporate governance.

• 📜 Foreign Investment and Technology Transfer Act 2019 — for foreign investors.

• 📜 Industrial Enterprises Act 2016 — regulating industry categories and incentives.

• 📜 Income Tax Act 2002 — governing tax registration, PAN/VAT, and compliance.

• 🏛️ Regulatory Authority: Office of the Company Registrar (OCR), Department of Industry, and Inland Revenue Department.

Types of Business Entities You Can Register in Nepal

Different entity structures offer varying legal protections, capital requirements, and reporting obligations. A company registration lawyer will typically help you assess the optimal vehicle for your business:

Step-by-Step: Company Registration Process in Nepal

A structured registration process reduces risk, accelerates approvals, and improves governance. Here’s how a company registration lawyer in Nepal navigates the lifecycle:

1. Name Reservation

• Submit application to OCR.

• Verify uniqueness through the OCR database.

• Secure approval for proposed company name.

2. Drafting of Legal Documents

• Memorandum of Association (MOA)

• Articles of Association (AOA)

• Power of Attorney (POA)

• Shareholder agreements (if required)

3. Document Submission

• Submit notarized documents to OCR.

• Attach citizenship copies, tax clearance, and address verification.

• Lawyers ensure compliance with Section 5 of Companies Act.

4. Approval & Incorporation Certificate

• Upon verification, OCR issues the Certificate of Incorporation.

• Your company now legally exists.

5. Tax Registration (PAN/VAT)

• Registration with Inland Revenue Department.

• Obtain PAN or VAT as per business nature.

6. Post-Incorporation Compliance

• Board meetings, minute books, share certificate issuance.

• Annual filings and tax submissions.

• Sectoral registration if required (e.g., DOI, tourism, IT, etc.).

Common Challenges During Company Registration in Nepal

While the legal framework is structured, many entrepreneurs face avoidable roadblocks:

• ❌ Name rejection due to similarity or prohibited terms.

• ❌ Incorrect drafting of MOA/AOA leading to rejections.

• ❌ Incomplete supporting documentation.

• ❌ Lack of clarity on foreign ownership rules.

• ❌ Delays in PAN/VAT registration.

• ❌ Unfamiliarity with sectoral approvals.

✅ Solution: A seasoned company registration lawyer anticipates and preempts these issues, ensuring a smooth compliance journey.

Legal Documents Required for Company Registration

Your lawyer will typically help you prepare and notarize the following:

• Application for registration

• Memorandum of Association

• Articles of Association

• Copy of citizenship certificate of shareholders

• Tax clearance (for foreign investors)

• Power of Attorney

• Lease agreement or proof of office address

• PAN/VAT registration form

• Sectoral licenses (if required)

Role of a Company Registration Lawyer in Structuring Your Business

A company registration lawyer does more than just file documents. They act as a strategic legal architect of your business:

• Entity Structuring: Advising on shareholding, liability, and control.

• Regulatory Strategy: Mapping required approvals, licenses, and filings.

• Tax Planning: Coordinating with taxation counsel to optimize structure.

• Risk Mitigation: Preventing future disputes via robust documentation.

• Compliance Calendar: Ensuring your company stays legally healthy.

Foreign Investment and Company Registration

For foreign investors, company registration involves additional legal layers. Under FITTA and related laws:

• Foreigners can own up to 100% in most sectors (except restricted industries).

• Investment approval is required from Department of Industry or Investment Board Nepal.

• Minimum investment thresholds apply.

• Repatriation of capital and profits must follow legal procedure.

• Foreign companies may open branch or liaison offices.

A lawyer ensures FITTA compliance and drafts shareholder agreements aligned with Nepalese law and investment treaties.

Corporate Governance and Legal Compliance After Registration

Many companies fail not during registration, but during post-registration compliance. Company registration lawyers typically help with:

• Maintaining statutory registers and minutes.

• Filing annual returns and financial statements.

• Holding mandatory board and shareholder meetings.

• Updating MOA/AOA in case of structural change.

• Compliance with tax, labor, and environmental regulations.

• Advising on mergers, acquisitions, and liquidation processes.

Timeline & Cost Breakdown

Note: Legal fees vary based on complexity, foreign participation, and company scale.

How to Choose the Right Company Registration Lawyer in Nepal

Selecting the right legal counsel can make or break your registration journey. Consider:

• ✅ Proven experience with company registration cases.

• ✅ Familiarity with foreign investment laws.

• ✅ Capacity to offer end-to-end legal service — not just filing.

• ✅ Strong reputation in corporate law circles.

• ✅ Transparent fee structure.

Why Foreign Investors Prefer Legal Assistance

Foreign investors face unique challenges — from language barriers to regulatory uncertainty. A company registration lawyer:

• Acts as a local compliance partner.

• Ensures alignment with bilateral investment treaties.

• Handles document authentication, translation, and notarization.

• Represents the investor before regulatory authorities.

• Coordinates with tax consultants and government officials.

Tax & Fiscal Considerations Post Company Registration

Once registered, your entity must comply with:

• PAN registration under Income Tax Act 2002.

• VAT registration if turnover exceeds threshold.

• Corporate tax filing and annual returns.

• Withholding tax compliance on payments.

• Transfer pricing (for foreign entities).

• Customs and excise duties (if applicable).

Your lawyer may collaborate with tax