Company Incorporation in Nepal

We take pride in providing company incorporation services at a competitive and affordable prices in Nepal. We have a team of highly qualified and experienced lawyers and professionals, who can deliver the right solutions for incorporating your company in Nepal.

Filing requirements for Company Registration in Nepal

The person or people willing to register their company should present the following documents in the office of the company registrar.

• Application
• Two copies of Memorandum of Association
• Two copies of Article of Association
• Attested copies of the citizenship certificates of the founder shareholders
• In case of a public company, a copy of the agreement made among the founder members before the establishment of the company,( if any)
• In case of a private company, a copy of the unanimous agreement, (if any)
• If the founder company is a Nepali registered company, a copy of the company registration certificate, and a copy of the decision of the Board of director regarding details of the  investment to be made upon the aspiring company, as well as the name and a copy of the citizenship certificate of the person representing the founding company.

Additional documents required for Company Registration by foreigner

A foreigner can also establish a company by receiving permission according to the act for establishing a company by investing within Nepal with the aim of profit-making such a foreigner should present the following additional documents besides the ones mentioned above.

• A copy of the permit received from the concerned body to invest within the Nepal according  the existing Laws
• In case of Industrial Company with the joint venture, a copy of the joint-venture agreement issued  and registered by the department of industries
• In case of the foreigner being a single person, an attested copy of his passport, and in case of the foreigner being a company (legal body), an attested copy of the company registration certificate and a copy of the decision regarding details of the investment to be made upon the aspiring company by the founder and an attested copy of the passport of the person representing the founder company.

Things to be considered while presenting the documents for Company Registration

While presenting the above-mentioned documents to the office of the company registrar for the registration of the company, the following things should be considered:

• In case of a private company, there can be at least one and at most 50 founders. In the case of a public company, there should be at least seven founder shareholders. But if a public company is establishing another public company, there is no need of seven founders.
• The Memorandum of Association (MOA) and Article of Association (AOA) should be prepared in clear and correct Nepali language.
• All the founder shareholders should sign at the bottom of each page of the ‘MOA’ and ‘AOA’. In the last page of the ‘MOA’ and the ‘AOA’, the full name, address, number of shares agreed upon for buying and the signature of the founder shareholders as well as the full name, address, and signature of one witness each for a shareholder should be included. In the end page of the ‘MOA’ and the ‘AOA’, the name, registration number, and signature of the legal-professional or chartered accountant preparing the ‘MOA’ and the ‘AOA’ should be included along with the date of preparation.

Registration of Branch/ Liaison office in Nepal

Company Act, 2006, has opened a room for a foreign company to the registration of branch/ Liaison office within Nepal. The foreign company who conducts any business transaction for a continuous period of one month from any office established in Nepal or any office or place used for that purpose or appoints any person for regular contact or obtains service from any person for regular contact, such foreign company shall be deemed to have conducted business or established liaison office in Nepal.

Filing requirements for registration of Branch/ Liaison office in Nepal

A foreign company can register branch/liaison office within Nepal. To register the branch/liaison office the following document are required –

• The permission or license issued by the competent authority to the foreign company to operate business in Nepal
• Photocopies of certificate of incorporation, memorandum of association and articles of Association
• Photocopies of translation of certificate of incorporation, memorandum of association and  articles of association into Nepali language
• Full name and address of the registered office of the company and principal place to its business, the date of incorporation of the company, its issued capital and details of the main objectives
• Details regarding nationality, name and address of the directors, manager, company secretary  or chief officer of the company
• Name and address of the representative of the company resident in Nepal
• If the company intends to operate business or transaction in Nepal, details of the proposed investment and transaction or business to be carried out by the Company
• If the company intends to operate business in Nepal, purpose Date of commencement in Nepal
• Declaration made by the directors or representative of directors on behalf of the company that the documents and information submitted to the Office of the company registrar are true
• Power of Attorne