List of Required Documents for a Foreign Branch Office
Establishing a foreign company branch office in Nepal requires submitting a complete and accurate set of documents to the Department of Industry (DoI). These documents validate the foreign company’s legal status, financial credibility, and operational readiness. The Companies Act, 2006 and Foreign Investment and Technology Transfer Act (FITTA), 2019 guide the documentation requirements. Incomplete or inaccurate submissions may delay registration. All documents must be notarized and translated into Nepali if originally issued in a foreign language.
List of Commonly Required Documents:
- Certificate of Incorporation
- Articles of Association and Memorandum
- Board Resolution
- Notarized Passport Copies
- Power of Attorney
- Office Space Documents
- Business Plan
Proof of the Parent Company’s Incorporation and Registration
The foreign parent company must submit a certified copy of its Certificate of Incorporation. This document serves as legal proof of the company’s existence and status in its home jurisdiction. It must be attested by the Nepalese Embassy in the country of origin or notarized by a competent authority. The Department of Industry will not process any branch office application without verification of incorporation. The certificate should clearly show the company name, registration number, and date of incorporation.
Notarized Copy of the Parent Company’s Certificate of Good Standing
A Certificate of Good Standing, issued by the registrar of the parent company’s home country, confirms that the entity is legally registered and authorized to conduct business. This certificate must be recent and notarized. It provides assurance to Nepalese authorities that the foreign company is operational and compliant with corporate laws in its country of origin. Without this, the branch office application is considered incomplete.
Detailed Business Plan and Purpose of the Branch Office
A detailed business plan outlines the nature, scope, and purpose of the branch office. This document must explain how the branch will operate in Nepal, its market strategy, investment plan, and expected employment. The plan should include financial projections, intended business activities, and timelines. Authorities use the business plan to assess whether the proposed operations align with Nepalese economic policies under FITTA 2019.
Legal Representation Documents in Nepal
The foreign company must appoint a legal representative in Nepal who can act on its behalf. This includes handling correspondence with government authorities and signing documents. The appointment must be formalized through a notarized Power of Attorney. The representative must be either a Nepalese citizen or a legally residing foreign national. The document should specify the scope and duration of authority granted.
Passport Copies of Directors and Key Personnel
Passport copies of all directors, authorized signatories, and key personnel must be submitted. These documents help verify the identity of individuals responsible for managing the branch. The copies must be clear, notarized, and include passport numbers, issuance details, and signatures. Authorities use this information to assess qualifications, ownership structure, and background of foreign stakeholders involved in the Nepal operation.
Authorization Letter from the Parent Company
The board of the parent company must issue a formal authorization letter approving the establishment of a branch office in Nepal. The letter must be printed on the official letterhead, signed by an authorized board member, and notarized. This serves as internal corporate consent and supports the application to the Department of Industry. The letter should also specify the branch office’s scope and duration of operations.
Documents Related to the Office Space Lease or Ownership
Proof of a business address is a mandatory requirement for branch office registration. The applicant must submit a lease agreement or ownership deed for office premises in Nepal. The agreement should mention the location, rental period, terms, and identity of the property owner. If a lease is submitted, it must be signed and registered with the local ward office. This ensures the branch has a legitimate operational base.
Tax Registration Documents and Compliance Papers
For tax compliance, the company must register with the Inland Revenue Department and obtain a Permanent Account Number (PAN). PAN registration requires submission of the registration certificate, office address, and proof of representatives. If applicable, VAT registration is also needed. Tax registration documents validate that the foreign branch will operate under Nepal’s tax laws, including regular filing of income tax and VAT returns.
Proof of the Parent Company’s Financial Stability
Financial strength is a key consideration in branch office approval. The parent company must submit audited financial statements for the last three years. These statements must be in English, preferably in IFRS format, and audited by a certified accounting firm. The documents include balance sheets, income statements, and cash flow reports. They help determine the company’s capacity to invest and sustain operations in Nepal.
Articles of Association and Bylaws of the Parent Company
The Articles of Association (AOA) and Memorandum of Association (MOA) define the corporate structure, powers, and operational framework of the parent company. These must be certified and notarized. Authorities examine the documents to ensure that the company’s objectives permit the establishment of an overseas branch. If any clause limits overseas expansion, the company must amend its AOA before submission.
Power of Attorney for the Local Legal Representative
The foreign company must provide a notarized Power of Attorney authorizing a local legal representative to act on its behalf in Nepal. This document outlines the representative’s duties, including filing applications, representing the company in legal matters, and receiving official correspondence. It is a core requirement under FITTA 2019 and Companies Act, 2006, as foreign entities must maintain a local point of contact for regulatory purposes.
Business Licenses and Permits for Specific Industries
If the proposed branch office will operate in a regulated sector—such as telecommunications, energy, or finance—it must obtain industry-specific licenses. These permits are issued by sectoral regulators such as the Nepal Telecommunications Authority, Nepal Electricity Authority, or Nepal Rastra Bank. Without these, the branch cannot legally carry out operations even after registration. The company must apply separately to each regulatory authority as per their requirements.
Documents Confirming the Source of Foreign Investment
The Department of Industry and Nepal Rastra Bank require proof of the source of foreign funds. This can include bank confirmation letters, shareholder declarations, or audited reports showing available capital. The documents must specify the mode and source of investment, such as direct wire transfer from the parent company. This requirement is enforced to comply with Nepal Rastra Bank’s foreign exchange regulations and to prevent money laundering.
Any Other Documents Required by the Department of Industry
Depending on the nature of the business or regulatory changes, the Department of Industry may request additional documents. These may include affidavits, clarifications, environmental clearance certificates, or sector-specific approvals. Companies must respond promptly to such requests to avoid processing delays. All additional submissions must be consistent with prior documents and properly notarized.
FAQs
What documents do I need for establishing a branch?
You need the incorporation certificate, financials, business plan, power of attorney, and identity documents of key personnel.
Do I need to provide proof of the parent company’s incorporation?
Yes, a certified incorporation certificate is mandatory to validate your company’s legal status.
Is a business plan required for registration?
Yes, a detailed business plan outlining your objectives and operations in Nepal is required.
Can I submit notarized copies of documents?
Yes, all documents must be notarized. Foreign documents should also be attested by the Nepalese embassy.
Are passport copies of directors necessary?
Yes, notarized passport copies of all directors and authorized signatories are required.
What is a power of attorney in this context?
It is a document that authorizes a local representative to act on the foreign company’s behalf in Nepal.
Do I need proof of financial stability from the parent company?
Yes, audited financial statements from the last three years are necessary to show financial strength.
Is there any lease document required for office space?
Yes, you must submit a signed lease agreement or proof of ownership for the business premises.
Are business licenses required for all industries?
Not all, but specific industries like telecom and finance require additional licenses before operation.
How can I prove the source of investment?
Provide bank statements, auditor letters, and shareholder declarations confirming the capital origin.