Company registration in Nepal

Name of service Bronze Silver Gold
Reservation of a company name Obtaining approval from the registrar by company name
Company incorporation Preparation of a full package of documents depending on the chosen form of ownership, communication with authorities on all matters during the registration
Set of constituent documents Preparation of a full package of constituent documents of the company of any form of ownership in accordance with the laws of the jurisdiction
Legal address for 1 year We provide a legal address for your company in this jurisdiction, eliminating the need to purchase or rent a property
Opening of an account Preparation of necessary package of documents and opening an account
Accounting services
On request On request On request
Total cost
On request On request On request
Annual renewal (paid from the second year)
On request On request On request

Action

If you will register a company until 31 March,
opening a bank account is for FREE

Start registration

Pricelist

6 steps

  • 1

    Choose a
    jurisdiction

  • 2

    Choose
    a bank

  • 3

    Pay for the service
    using suitable
    method

  • 4

    Receive credentials
    of your new
    company

  • 5

    Receive credentials of
    an opened bank
    account

  • 6

    Receive a package with
    documents delivered
    by DHL

Nepal is one of the Asian countries that can introduce good opportunities for entering large global markets. The major developed sector of the country is agriculture. But, the local government also significantly emphasizes the promotion of digitalization during the last years. The jurisdiction may be also suitable for arranging manufacturing as the process may be not too costly in view of the low material and labour-related costs. The aspect of suitability of this jurisdiction for your concrete business priorities should be assessed individually. Preliminary, it is possible to establish your business presence in this country in one of the next forms.

Major Forms of Legal and Business Presence

If you consider an option of becoming present in Nepal, you may actually do this in one of the next forms:

  • Private Company – a vehicle that may be formed by one person with the maximum number of members – 50. The financial responsibility of each shareholder is limited to the value of paid-up or subscribed shares. Moreover, such shares cannot be freely offered to the public and certain restrictions should be applied to their transfers. At least one director is required for this corporate entity.
  • Public Company – a vehicle that may be established by at least 7 shareholders with no restrictions concerning their maximum number. The financial responsibility of each shareholder is also limited to the value of the paid-up or subscribed shares. The minimum required paid-up statutory capital, in this case, should be Rs 10 million at least. Minimum 3 directors are required for this type of company. The vehicle is suitable for raising financing from the public. Companies that conduct banking, financial operations, insurance-related transactions, pension or mutual funds business shall be incorporated exactly as public companies.
  • Partnership – is an option that is not related to obtaining a separate legal personality and is based on the joint agreement between the partners. Such persons bear unlimited liability for the entire outcomes of doing business in Nepal.
  • Branch – an option that may be realized by a foreign vehicle that intends to establish its business presence in Nepal for conducting the same kinds of business operations as aboard. Certain disclosures and passing the formal registration process are required in this case.
  • Representative Office – an option for establishing a business presence where a foreign company is allowed to conduct market researches and promotional activities in Nepal only.

Registration Requirements and Steps

The business registration process in Nepal may require passing these preliminary steps:

  1. Identifying clearly your business objectives.
  2. Obtaining approvals (required for certain regulated types of activities; foreign investors should obtain additional permissions from the Department of Industries in certain cases too).
  3. Choosing and verifying suggested business names for a future entity. Visiting the website of the Office of Company Registrar and creating an account is necessary in this case. This account will be also used further for uploading registration documents.
  4. Collecting data about the company’s officials, shareholders and beneficiary owners.
  5. Arranging the registered office for a future vehicle.
  6. Drafting the Memorandum and Articles of Association.
  7. Submitting the package of documents for completing the online registration stage with the next visit to the Office of Company Registrar with the originals in the case of approval of the lodged application.
  8. Registering for tax and social security purposes.
  9. Opening a corporate bank account.

This procedure covers preliminary steps only. The actual registration process may vary depending on your concrete case. Reach us for getting more precise instructions on the registration process.

Legal and Regulatory Framework

The legal system of Nepal is based on common law. The regulatory regime is quite complicated in view of the high bureaucracy and lack of transparency. Foreign investors need to get approvals for making investments. This feature makes the registration procedure a bit burdensome.

The Companies Act, the Partnership Act, the Income Tax Act, the Foreign Investment and Technology Transfer Act, the Foreign Exchange Regulation Act are the main legal acts regulating the process of registration and running commercial activities in Nepal. The Office of Company Registrar, the Inland Revenue Department, the Department of Industries, the Industrial Promotion Board, the Nepal Investment Board, the Nepal Rastra Bank are the main state authorities that regulate matters of business operation in Nepal.

Advantages of the Jurisdiction

Forming a company in Nepal may be potentially beneficial in view of the next advantages:

  • Openness to the closest large markets of China and India
  • Comparatively low costs of business operation in Nepal
  • Moderate employment and resource-related expenses
  • The country is in the process of realization of its conception of special economic zones

Tax System of Nepal

If you preliminary evaluate Nepal as your target jurisdiction, these tax highlights may be of great help for you:

  • Corporate income tax (CIT) rate – basic 25%
  • Personal income tax rate – 1-36 % (depends on the amount of income)
  • VAT rate – basic 13 %
  • Withholding tax rates (for non-residents) – (i) dividends – 5/10/15/25 % (depends on the absence/existence of double-tax treaties and the exact rates reflected there as well as on the source of income) (ii) interests – 15 % (iii) royalties – 15 %
  • Capital gains tax rates – (i) corporate – equals to the standard CIT rate (ii) individual – 2.5/5/10/15 % (depending on the source).

How Prifinance Specialists May Help You

If you want to launch company registration in Nepal, Prifinance specialists may easily assist you with preparing all required documents and passing all registration stages. Moreover, our lawyers can help you with opening a bank account for a future vehicle and support its further operation. If you need extra options to consider before making a final decision about your target jurisdiction, our specialists are ready to help you with developing and assessing such too. Reach us shortly for more precise discussions and suggestions on the matter.

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