Registering a foreign company in Nepal involves several legal and regulatory procedures. Here's a comprehensive guide on the procedure and compliance requirements for foreign company registration in Nepal:

1. Types of Registration

• Branch Office: Foreign companies can open a branch office in Nepal to carry out business activities.
• Liaison Office: A liaison office can be established for activities like promotion and market research, but not for direct business transactions.

2. Eligibility

Foreign companies involved in sectors open to foreign investment in Nepal, as specified by the Nepalese government, can apply for registration. Some sectors might have restrictions or require specific approvals.

3. Procedure for Registration

Step 1: Name Reservation

• Submit an application to the Office of the Company Registrar (OCR) for name reservation.

Step 2: Obtain Approval from the Department of Industry

• Obtain approval from the Department of Industry for setting up the business, especially for manufacturing or industrial activities.

Step 3: Submission of Documents

• Submit the following documents to the OCR:
  • Application for registration (prescribed form).
  • Certified copy of the foreign company’s charter, memorandum, and articles of association (translated into English/Nepali if necessary).
  • Details of the directors, including their names, addresses, and nationalities.
  • A power of attorney authorizing a representative in Nepal.
  • A board resolution authorizing the registration of the company in Nepal.
  • Details of the registered office in Nepal.
  • Proof of the financial status of the company, such as audited financial statements.
  • Passport-sized photos of authorized persons.

Step 4: Payment of Fees

• Pay the registration fee based on the company’s proposed capital.

Step 5: Obtain Registration Certificate

• Upon successful submission and verification of documents, the OCR will issue a registration certificate.

4. Post-Registration Compliance

• Tax Registration: Register for PAN (Permanent Account Number) and VAT (if applicable) with the Inland Revenue Department (IRD).
• Social Security Fund Registration: Register with the Social Security Fund if the company plans to hire employees.
• Renewal and Reporting: Annual renewal of the registration certificate is required. Regular financial and operational reports must be submitted to the OCR.
• Filing of Annual Returns: Submit annual returns, including financial statements and updates on company activities.

5. Compliance Requirements

• Labor Laws: Compliance with Nepalese labor laws, including employment contracts, wages, and benefits.
• Environmental Regulations: Obtain necessary environmental clearances if the business operations impact the environment.
• Industry-Specific Licenses: Certain industries require specific licenses or approvals (e.g., banking, telecommunications, and energy).

6. Repatriation of Profits

• Foreign companies can repatriate profits after fulfilling all tax liabilities in Nepal, subject to approval from the Nepal Rastra Bank (NRB).

7. Dispute Resolution

• Foreign companies must adhere to Nepalese laws for dispute resolution, which may include arbitration or litigation in Nepalese courts.

8. Closure or Dissolution

• To close a branch or liaison office, foreign companies must apply to the OCR for deregistration and settle all outstanding liabilities, including tax clearances.

Key Considerations

• Engage with local legal and tax advisors to ensure full compliance with Nepalese regulations.
• Stay updated on changes in laws and regulations that may affect foreign companies.

This guide provides a general overview, and it's recommended to consult with legal professionals for specific advice and to handle the registration process smoothly