Foreign investment company registration in Nepal: the full processविदेशी लगानी कम्पनी दर्ता: सुरुदेखि अन्त्यसम्मको प्रक्रिया

Foreign investment company registration in Nepal (विदेशी लगानी कम्पनी दर्ता) happens in a fixed order: confirm the sector is open, get foreign investment approval from the Department of Industry (DOI), register the company at the Office of the Company Registrar (OCR), then bring the capital in through a bank so it is recorded with Nepal Rastra Bank (NRB). For most sectors each foreign investor must bring at least Rs 2 crore, unless the business is one of the listed IT industries.

Getting the order right matters more than speed. Money that arrives before approval, or from someone else's account, can block your right to take profits out later. This guide walks through the FDI in Nepal process step by step, with the offices involved and typical timelines.

Step 1: Is your sector open to foreign investment?

The Foreign Investment and Technology Transfer Act 2075 (FITTA) works on a negative list. Anything not on the list in its Schedule is open. The list closes or caps sectors that Nepal keeps for its own citizens. The main ones are:

• Retail trade, real estate (other than construction), money exchange, remittance and courier services.
• Travel agencies, trekking and guide services, rural tourism and homestays.
• Cottage and small industries, primary agriculture, and personal services such as tailoring or driving.
• Arms and explosives, mass media, and films in national languages.
• Consultancy services, where foreign ownership is capped at 51%.

If your activity touches any of these, stop and get the sector checked before you spend money. A business description in the MOA that strays into a closed sector is a common reason for a file to be returned.

What is the minimum foreign investment in Nepal?

The minimum is Rs 2 crore (NPR 20 million) per foreign investor. It was cut from Rs 5 crore by a Nepal Gazette notice in 2022, so pages that still print Rs 5 crore are out of date. The government's 16 February 2026 notice kept the Rs 2 crore floor but exempts listed IT industries, such as software development, data processing, BPO, data centres, cloud services, web design and hosting, from any minimum.

FITTA automatic route or DOI approval?

Every foreign investment needs approval before money comes in. Which door you use depends on the sector and size.

The automatic route speeds up approval only. Land, environmental clearance and sector licences still follow their own timelines.

Documents a foreign shareholder needs

Papers signed or issued abroad must be notarised and then apostilled (or attested by the Nepali embassy if the country is not in the Apostille Convention). Prepare these early, because they take longest.

• Individual investor: passport copy, notarised and apostilled, with a short bio-data.
• Corporate investor: certificate of incorporation, MOA and AOA, and a board resolution approving the investment in Nepal and naming who signs.
• A financial credibility (bank reference) letter showing the investor can fund the amount.
• A power of attorney for the person in Nepal who will sign and file on the investor's behalf.
• A project report and, if there is a Nepali or second foreign partner, a joint venture agreement.

How long does FDI company registration in Nepal take?

With complete, apostilled papers, approval and incorporation together usually take three to six weeks. The table shows the full sequence.

How does a foreigner open a company in Nepal at OCR?

Once approval is issued, the company is registered at OCR like any private company, with the foreign shareholder recorded and the DOI approval attached. OCR charges the registration fee on authorised capital, which for a foreign-owned company is at least the Rs 2 crore minimum, so on OCR's scale the fee is Rs 19,000 for Rs 2 crore of authorised capital. Our registration fee tool shows the exact figure for your capital. The general steps are in our company registration guide.

Bringing the money in: banking channel and NRB recording

1. Open the company's bank account and give the bank the approval letter.
2. Wire the capital by SWIFT, in convertible currency (Indian investors may send INR), from the investor's own account. Never from a friend, agent or third-party account.
3. The bank issues a foreign investment inflow certificate. NRB then records the investment. Keep this certificate permanently: repatriation depends on it.
4. Allot the shares, update the share register and file the allotment at OCR.

Capital that arrives before approval, from a third party, or under a different investor's name is the most common reason repatriation is refused years later.

Capital usually comes in instalments under the FITTA Rules, with most of it due before the business starts commercial operation. Missing the schedule can lead to the approval being cancelled.

PAN, VAT and industry registration

The company takes a PAN from the Inland Revenue Department straight after registration, and VAT if its turnover or activity requires it. See PAN and VAT registration. Manufacturing and many service industries must also register under the Industrial Enterprises Act 2076, at DOI for larger and foreign-invested industries. See industry registration.

Investor visas

A foreign investor, a representative and their dependants can get a business visa on DOI's recommendation for as long as the investment stays. FITTA also provides a residential visa for larger single investments, and the FY 2083/84 policy announced a new investment visa that has not yet been notified. Foreign staff need a labour permit before their visa.

Taking profits out later

Section 20 of FITTA lets a foreign investor take dividends, share-sale proceeds and liquidation proceeds out of Nepal in convertible currency after tax. You apply through an A-class bank with the DOI recommendation, the approval letter, the inflow certificate, audited accounts, the dividend resolution and tax evidence. The 2083/84 budget proposed making profit repatriation a simple notice to NRB, but that needs a FITTA amendment first.

Reporting duties every year

• AGM and annual return to OCR by Poush end. See the AGM and annual return service.
• Audit and income tax return with the Inland Revenue Department.
• Progress and production reports to DOI where the approval or industry registration requires them.
• Record each capital tranche and any reinvestment with the bank, so it counts for future repatriation.
• Approval or recording before any share transfer involving a foreign shareholder.

A foreign-owned company that falls behind with OCR will find DOI and the bank slow to act on its next request. Our foreign investment service covers the entry filings and the yearly cycle together.

Questions people ask

General information, not legal advice. Rules change; we check the current position for your case before filing. Legal documents are drafted under the supervision of our retained, licensed advocate.