Foreign Investment Company Registration in Nepal: DOI & IBN Approval, Minimum Capital & NRB Compliance

Verification note (5 October 2026): This guide reflects rules and figures verifiable on the record as of the date above. Capital thresholds, amendment gazettes, NRB circular numbers, and visa categories can change without wide notice. Confirm the current position with DOI, IBN, NRB, and a licensed Nepali legal practitioner before acting. This is general information, not legal advice.

The legal framework: FITTA 2075 and the Investment Board Act

The primary statutes are the Foreign Investment and Technology Transfer Act, 2075 (2019), known as FITTA, and the Investment Board Act, 2075 (2019). FITTA was amended by the Foreign Investment and Technology Transfer (First Amendment) Act, 2079, published in the Nepal Gazette on 2079/06/15 (Ashwin 2079, early October 2022), so the citation to use is "FITTA 2075 as amended by the First Amendment Act 2079, Gazette 2079/06/15." Treat that as the state of the text at last check rather than as a claim about what has happened since. Before relying on any specific section, confirm with DOI or a Nepali lawyer that no later amendment has touched it. Both Acts set out the approval architecture, sectoral restrictions, and repatriation guarantees that foreign investors rely on.

Two approval routes: DOI and Investment Board Nepal

Project approval splits by size. The Department of Industry (DOI) handles projects below the Investment Board's screening threshold; the Investment Board Nepal (IBN) handles projects above it. IBN publishes its current threshold and application process at ibn.gov.np. As of 5 October 2026 the live threshold figure was not confirmable on the record, so it is not printed here. If your project is near the boundary, check the IBN page the same week you file. Companies do occasionally start with one authority and get redirected.

For the DOI route, file the prescribed application with project details, sector, proposed capital, and any technology transfer arrangement. DOI issues the approval or recommendation letter needed for incorporation and banking channels. Pull the latest checklist and forms from doi.gov.np and note the page's last-updated date; forms are revised periodically. A foreign promoter can hold 100% equity in many sectors, though a local partner is common where sector rules or licensing favour one.

Some activities do restrict foreign equity, and those restrictions sit in sector instruments rather than in FITTA itself. Banking rules come from the central bank, insurance from the insurance regulator, telecommunications from the telecom authority, and international air services from the aviation ministry. We are not printing percentages here: each cap can be revised by the sector regulator without any change to FITTA, and as of 5 October 2026 we could not confirm the figures in force on the record. Ask the relevant regulator directly for the current cap and get the answer in writing before you fix the shareholding. Check DOI's negative list and sectoral guidelines at the same time, since they tell you which activities are closed or conditional regardless of the cap.

Minimum foreign investment: last verifiable figures

The Foreign Investment and Technology Transfer Regulations, 2077 (2020), published in the Nepal Gazette on 2077/03/15 (approx. July 2020), prescribe minimum foreign investment amounts. The figures widely attributed to those Regulations are:

• General sectors: NPR 20 million
• IT-based industries: NPR 5 million

These figures have not been officially re-published with a later amendment gazette as of 5 October 2026. Treat them as the last verifiable baseline. On the day you finalise your capital structure, open DOI's published minimum investment list, save the page, and note the date you checked. If DOI or IBN confirm a revised figure in writing, that figure and its confirmation date become the operative reference.

Branch & liaison office registration

This guide covers subsidiary incorporation (a new Nepali company). An existing foreign company may instead register a branch office or liaison/representative office under the Companies Act, 2063 (2006). That route requires OCR filing, line-ministry recommendation (where applicable), and NRB/foreign-exchange clearance. The approval sequence, document set, and permitted activities differ from the subsidiary route. If you are evaluating a branch or liaison office, treat this article as subsidiary-only and seek separate guidance.

Nepal Rastra Bank: foreign loans, royalty & technical services

NRB approval is separate from investment approval and must be in place before money moves. Foreign loans need NRB authorisation and registration; repayments and interest are remitted through that registered route. Royalty and technical-service payments under a technology transfer agreement also run through NRB's Foreign Exchange Management Department, normally via an authorised dealer bank. Circulars and forms are revised; get the current circular number, form, and date from nrb.org.np. Do not file a reproduced form. Use the official one.

Typical timeline & fees (indicative, dated 2024/25 practice)

• DOI project approval: 30–45 working days after complete submission; application fee NPR 10,000.
• IBN project approval: 60–90 working days; fee varies by project size (published on ibn.gov.np).
• OCR company registration: 7–15 working days; registration fee based on authorised capital (schedule at ocr.gov.np).
• NRB foreign loan/remittance registration: 15–30 working days; fees per current circular.

These ranges reflect typical processing times reported by practitioners in 2024–25. Actual timelines vary with document completeness, sector scrutiny, and workload. No official consolidated timeline is published; treat the above as planning estimates only.

Visas for foreign investors

A non-tourist business visa is the standard category. Historically, the DOI or IBN approval letter formed part of the visa file. Whether that recommendation step is still required in 2026 should be confirmed against immigration.gov.np and against DOI or IBN before travel. Visa categories and documentary requirements shift quietly.

Approvals versus inflows: different measures

DOI reports committed approvals, meaning the project value written on paper. NRB reports realised inflows through the balance of payments and its FDI survey. They are counted in different units, over different fiscal years, and the gap between the two is large enough that quoting one as if it were the other badly misleads a reader. Whenever you see an FDI figure for Nepal, check which agency produced it, whether it measures approval or actual money arriving, and which fiscal year it covers.

Exit & divestment

Leaving is possible but rarely quick. Share transfers to a Nepali or foreign buyer, repatriation of sale proceeds, capital gains tax clearance, and NRB approval for the outward remittance all sit in the chain. A liquidation route also exists. Confirm the sequence with a Nepali lawyer before signing anything.

Frequently asked

Can a foreigner own 100% of a Nepali company? Yes, in most sectors. The negative list and sectoral caps restrict foreign equity in specific activities, so check DOI's current sector guidelines and ask the relevant sector regulator for the cap in force before you structure.

What documents does DOI typically require? Application form, project profile, passport copies of promoters, board resolution, audited financials of foreign parent (if any), technology transfer details (if applicable), and the prescribed fee. Pull the live checklist from doi.gov.np.

How long does a DOI approval stay valid? Typically 2 years for project implementation, extendable on application. Confirm the current validity period and extension rules with DOI at the time of approval.

What happens if the approved capital never arrives? The approval may lapse, and the company could face penalties or strike-off proceedings at OCR. NRB also tracks committed versus realised capital. Plan your funding timeline realistically.

Are the OCR registration steps different for a foreign investor? Largely the same incorporation process, with extra documents attached from the investment approval. OCR's own guidance at ocr.gov.np is the reference point.

Can profits be repatriated? Yes, through NRB-approved channels after tax clearance. Check the current circulars for the forms in force.

Sources

• Nepal Gazette (rajpatra.gov.np) — FITTA 2075, First Amendment Act 2079 (Gazette 2079/06/15); Foreign Investment and Technology Transfer Regulations 2077 (Gazette 2077/03/15).
• Department of Industry (doi.gov.np) — foreign investment checklist, forms, minimum investment list, sector guidelines, negative list.
• Investment Board Nepal (ibn.gov.np) — screening threshold, application process.
• Nepal Rastra Bank (nrb.org.np) — foreign loan registration circulars, remittance forms, FX regulations, balance of payments and FDI survey data.
• Office of the Company Registrar (ocr.gov.np) — company registration procedure, fee schedule.
• Department of Immigration (immigration.gov.np) — non-tourist visa categories, document requirements.