Company having Foreign Shareholder Registration

Register a company with a foreign shareholder in Nepal to legally operate with international investment. Governed by the Companies Act, 2063 and the Foreign Investment and Technology Transfer Act (FITTA), 2074, this structure allows foreign individuals or entities to hold equity, transfer technology, and repatriate profits subject to regulatory approvals.

₨ 25,000.00

Categories Business Registration, Company Registration

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Introduction: Company having Foreign Shareholder

Incorporating a company with a foreign shareholder is the fundamental step for global investors intending to establish a permanent business presence in Nepal. This structure provides a legally recognized platform to invest capital, participate in management, and benefit from Nepal’s burgeoning sectors like tourism, information technology, and manufacturing.

By partnering with Present Consultants Private Limited, foreign investors can navigate the dual-approval system involving the Department of Industry (DOI) and the Office of the Company Registrar (OCR) efficiently. This process ensures that your investment is legally compliant, personal liability is limited, and the necessary framework for profit repatriation is established in accordance with Nepali law.

Legal Requirements: Compliance Under the Companies Act, 2063 and Foreign Investment and Technology Transfer Act, 2074

Foreign investment in Nepal is strictly regulated to ensure legitimacy and economic benefit. A company with foreign shareholding must comply with both corporate law for incorporation and investment law for capital inflow.

Foreign Investment Approval (FITTA): Pursuant to Section 17 of FITTA, 2074, before incorporating the company, approval must be obtained from the Department of Industry (DOI) (for investments up to NPR 6 Billion) or the Investment Board Nepal (IBN) (for larger investments).
Minimum Capital Threshold: FITTA 2074 mandates a minimum foreign investment threshold of NPR 20 Million (approx. USD 150,000) per investor.
Corporate Incorporation (Companies Act): Once FDI approval is secured, the company must be registered with the OCR under Section 5 of the Companies Act, 2063, submitting the FDI approval letter along with the Memorandum and Articles of Association.
Repatriation Rights: Foreign investors are legally entitled to repatriate profits, dividends, and invested capital in convertible foreign currency, subject to tax clearance and approval from Nepal Rastra Bank (NRB).
Sectoral Restrictions: While 100% foreign ownership is permitted in most sectors, certain industries (listed in the Schedule of FITTA) are prohibited or restricted to a maximum percentage of foreign investment.

Process: Company having foreign Shareholder

1. Foreign Investment Approval, FITTA 2074

We draft and submit the project proposal and legal documents to the Department of Industry (DOI) or Investment Board Nepal (IBN) to secure the mandatory Foreign Direct Investment (FDI) approval letter, which authorizes the influx of foreign capital.

2. Name reservation and OCR Filing

We reserve the unique company name via the OCR portal. Post-approval, we file the incorporation application along with the DOI/IBN approval letter, and the notarized charter documents (MOA/AOA).

3. Document Authentication and Submission

All shareholder documents from the home country—including passports for individuals or incorporation certificates and board resolutions for corporate entities—must be notarized, authenticated, and translated into Nepali for submission to the OCR.

4. Tax Registration and NRB Compliance

Following incorporation, we facilitate the registration for a Permanent Account Number (PAN) or Value Added Tax (VAT) at the Inland Revenue Office and ensure compliance with NRB for recording the foreign capital inflow.

Ready to Register your Company having Foreign Shareholder

Secure Your Investment and Expand into the Nepalese Market. Navigating the complexities of foreign investment laws requires expert guidance to ensure compliance and avoid delays. Let Present Consultants Private Limited handle the entire procedural lifecycle, from securing FDI approval to final incorporation, guaranteeing a smooth start to your business venture in Nepal.