Nepal welcomes foreign investment, but the registration path for a foreign-owned or foreign-invested company carries requirements beyond what a purely domestic company needs — and getting these wrong is the most common source of delay for international founders.
Consent to carry out business first
Before OCR registration proceeds, foreign investors need consent to carry out trade, investment, or business activity within Nepal under the Companies Act 2063 framework. This isn't a formality — it's a genuine approval gate that needs to be secured before the standard registration process can move forward.
Additional documentation foreign applicants need
Beyond the standard registration package, foreign-invested applications typically require a copy of the license or approval authorizing the foreign party to invest or trade in Nepal, and — for public companies — a copy of any agreement entered into between promoters prior to incorporation. The specific combination depends on your entity type and investment structure.
The "$20 Million FDI rule" confusion
Founders researching this online frequently encounter conflicting advice about minimum foreign direct investment thresholds. Rules in this area have shifted over recent years and vary by sector, so treat any specific threshold you read in an older article with caution — verify the current requirement for your specific sector before structuring around it.
Recording investment with Nepal Rastra Bank
For FDI companies specifically, investment needs to be recorded with Nepal Rastra Bank as part of the compliance process — a step that's easy to overlook if you're focused solely on OCR registration, but one that has real consequences for repatriating profits or capital later if it's skipped.
Why this is worth professional guidance
Foreign investment registration sits at the intersection of company law, sector-specific investment rules, and central bank compliance — three different regulatory tracks that all need to align. A missing document or an unrecorded investment doesn't just delay registration; it can create compliance gaps that surface months later when you're trying to move funds or file annual returns. Getting the structure right from the first filing is significantly cheaper — talk to our team before you file if any part of your structure involves foreign shareholding than untangling it after the fact.
