A comprehensive guide for Indian citizens and businesses on how to register a company in Nepal, including cross-border requirements and procedures.
What Cross-Border Registration Means in Nepal
Cross-border registration refers to the process by which an Indian individual or entity incorporates a legal business presence in Nepal. This procedure falls under the Foreign Investment and Technology Transfer Act, 2075 (2019) and the Companies Act, 2063 (2006). It allows Indian investors to establish branch offices, liaison offices, or subsidiary companies in Nepal. The registration grants a foreign company a formal legal identity, enabling it to open bank accounts, lease property, and undertake commercial activities.
Cross-border registration involves compliance with both Nepalese and Indian regulations. In Nepal, the Office of the Company Registrar (OCR) handles approval, while the Department of Industry (DoI) and Ministry of Industry, Commerce, and Supplies oversee foreign investment clearances. Indian participants must ensure their home-country consular certifications and notarizations align with Nepalese legal requirements. The process supports bilateral trade, fosters technology transfer, and enhances cross-border economic collaboration.
Where to Register Indian-Owned Companies
All Indian-owned companies must register through the OCR's official system, located at Tripureshwor, Kathmandu. Applications are submitted via the OCR online portal: www.ocr.gov.np. For foreign companies, initial approval may also require filings at the Department of Industry, Babarmahal, Kathmandu.
Key registration locations:
Though most steps can be done digitally, certain certifications—such as legalization of Indian documents—must be completed at the Nepalese Embassy in New Delhi or by a Nepalese consular office in India. Applicants in India may also use certified agents in Nepal.
How Indian Citizens Can Register in Nepal
Indian nationals can register a company in Nepal by following a structured procedure:
1. Foreign Investment Approval: Obtain FDI approval from the Department of Industry under Foreign Investment and Technology Transfer Act, 2075.
Indian applicants must appoint a Nepali resident representative for liaison and branch offices as per Section 42 of the Companies Act, 2063.
What Are Legal Requirements for Indians
Indian investors must satisfy eligibility and legal stipulations under Nepalese law. Key requirements include:
Indian promoters must demonstrate financial capacity, submit tax clearance from India, and adhere to anti-money laundering regulations. The Nepal Rastra Bank may impose additional conditions for remittance of capital and repatriation of profits.
What Documents Are Needed from India
Indian investors must provide certified and legalized documents:
All documents require notarization by an Indian notary and legalization by the Nepalese Embassy in New Delhi. Documents in regional languages must be translated into Nepali and certified.
How to Prepare Legal and Notarized Documents
Preparation of documents involves multiple steps:
Ensure consistency of names, addresses, and dates across all documents. Any discrepancy leads to OCR requests for clarification or rejection.
How Long the Registration Process Can Take
The timeline varies by company type and completeness of documentation. Typical durations:
Branch or liaison offices generally complete registration within 20–45 working days. Private subsidiaries may require 30–60 working days including FDI approvals and embassy legalizations.
Delays often arise from missing notarizations, inconsistent translations, or delays in embassy appointments.
What Registration Fees Apply for Foreigners
Foreign-owned establishments pay fees per OCR fee schedule:
Additional charges may include translation services, courier fees for certified copies, and consultancy fees if using agents.
What Laws Govern Foreign Company Setup
Several statutes regulate foreign company registration:
These laws define the rights, obligations, and restrictions for foreign entities operating in Nepal.
Which Authority Handles Foreign Registrations
The key authorities include:
Applicants must secure DoI clearance before OCR registration. Coordination among these bodies ensures legal compliance and smooth operation.
How to Get Digital Signature and PAN in Nepal
Foreign promoters must obtain a Nepali Digital Signature Certificate (DSC) and PAN:
The digital signature enables secure e-filing, while PAN is mandatory for tax compliance and banking.
Where to Submit Forms and Supporting Papers
Submission channels include:
Ensure receipts and tracking references are retained. Courier or hand delivery to OCR must include a cover letter referencing the online application ID.
How to Appoint Nepali Resident Representative
Section 42 of the Companies Act mandates a local representative for branch and liaison offices:
The representative serves as the point of contact for OCR and regulatory authorities.
What Are the Post-Approval Compliance Steps
After registration, foreign companies must:
Non-compliance leads to penalties under the Companies Act or FDI Act.
How Indian Companies Can Avoid Rejection
To minimize rejection risk:
Engaging qualified legal consultants in both India and Nepal helps ensure seamless processing.
