Introduction to Documentation Requirements
Establishing a liaison office in Nepal requires submission of specific documents to the Department of Industry (DoI). These documents are essential for verifying the parent company’s legitimacy and its purpose in Nepal. The requirements are defined under the Foreign Investment and Technology Transfer Act, 2019 and Companies Act, 2006. Proper documentation ensures that the liaison office can operate within the legal framework. Documents must be complete, correctly formatted, and submitted in the prescribed manner.
List of Mandatory Documents
The core documents required include:
- Application letter addressed to the DoI
- Certificate of incorporation of parent company
- Memorandum and Articles of Association
- Board resolution for opening liaison office
- Power of attorney for local representative
- Company profile with business details
- Last three years’ audited financial statements
- Lease agreement or address proof in Nepal
- Passport copy of local representative
Each document serves a distinct legal and procedural function.
Format and Language of Documents
Documents must be submitted in either English or Nepali. If issued in a foreign language, they must be translated into English or Nepali by a certified translator. All documents should:
- Be printed on official letterhead if applicable
- Include original stamps and signatures
- Maintain consistent formatting for authenticity
Electronic formats or hand-written documents are not acceptable for formal submission.
Need for Translation and Notarization
Foreign-issued documents must be:
- Translated into English or Nepali
- Notarized by a public notary in the home country
- Endorsed by the local Nepali Embassy or Ministry of Foreign Affairs
These steps authenticate the documents for use under Nepali legal standards.
Certification and Legalization Requirements
Legalization of documents is essential when they are from foreign jurisdictions. Certification steps include:
- Notarization by competent authority
- Authentication by the concerned country’s Ministry of Foreign Affairs
- Attestation by the Nepali Embassy or consulate
Nepal is not a party to the Hague Apostille Convention, so apostilles are not accepted as final verification.
Company Profile and Background Submission
The parent company must provide a:
- Detailed company profile
- Business objectives and scope
- Information on past and current global operations
- List of major products and services
This profile helps the DoI assess the reputation and legitimacy of the applicant company.
Authority Letter and Power of Attorney
The board resolution must be accompanied by:
- An authority letter assigning signatory power
- Power of attorney authorizing a Nepali representative to act on the company’s behalf
These documents must clearly state the scope of authority and must be duly notarized and certified.
Office Lease Agreement or Address Proof
A liaison office must submit:
- Valid lease agreement for office space in Nepal
- Ownership document if the property is company-owned
The address must match the location where operations will occur. Temporary or virtual office spaces are not accepted.
Tax Clearance and Bank Reference Letter
Though liaison offices are non-revenue entities, the DoI requires:
- Bank reference letter confirming the company’s financial standing
- Tax clearance certificate (if previously registered in Nepal)
This helps verify financial capability and ongoing legal obligations.
Copies of Parent Company Documents
Submit clear, certified copies of:
- Registration certificate
- MoA and AoA
- Company license or registration certificate
- Previous approvals (if applicable)
Originals may be requested for verification during the review process.
Board Resolution and Purpose Letter
The board resolution must include:
- Decision to establish a liaison office in Nepal
- Purpose of liaison operations
- Appointment of a local representative
- Duration of office setup and funding declaration
The resolution must be signed by authorized directors and certified.
Documents for Local Representative
For the appointed local representative, include:
- Copy of valid passport or Nepali citizenship certificate
- Two recent passport-sized photographs
- Power of attorney from the parent company
- Contact details and address in Nepal
The representative must be a resident in Nepal for legal correspondence.
Additional Documents as Per Case
Additional documents may be requested by the DoI based on:
- Nature of the parent company’s business
- Risk assessment or regulatory concerns
- Clarity and authenticity of submitted documents
These may include additional undertakings, clarification letters, or explanations.
Common Errors in Documentation
Applicants often make these mistakes:
- Submitting incomplete or unsigned documents
- Providing documents in unrecognized languages
- Failing to notarize or authenticate foreign-issued papers
- Using expired lease agreements or outdated financial statements
These errors lead to delays or rejections during application review.
Final Document Checklist for Submission
Before submission, ensure you have:
- Application letter
- Notarized incorporation documents
- MoA and AoA
- Company profile and financials
- Board resolution and power of attorney
- Address proof (lease)
- Representative’s documents
- Translations and certifications
A complete and accurate set of documents increases approval chances.
FAQs
What documents do I need?
You need incorporation documents, board resolution, power of attorney, lease agreement, and local representative ID.
Should documents be notarized?
Yes, all foreign documents must be notarized in the country of origin and certified by relevant authorities.
Are translations mandatory?
Yes, if original documents are not in English or Nepali, certified translations are required.
What is a board resolution?
It is a formal decision by the board of directors authorizing the setup of a liaison office and appointing representatives.
How many copies are required?
Typically, two sets of each document must be submitted, along with digital copies when requested.
Is a lease agreement essential?
Yes, a valid lease or ownership document is mandatory to prove office setup in Nepal.
Do I need local endorsements?
Endorsements from the Nepali Embassy and relevant local authorities are required for legal recognition.
Are scanned copies accepted?
Scanned copies are not accepted unless certified; physical originals or notarized hard copies are necessary.
Is apostille required?
No, Nepal does not accept apostilles. Documents must be attested by the Nepali Embassy.
Who prepares the documents?
The parent company, its legal team, or an authorized agent prepares the documents and handles certification.