Registering a Foreign Company’s Branch Office in Nepal
Branch office registration in Nepal for a foreign entityis governed by the Companies Act 2006 (2063). The Office of the Company Registrar (OCR) is the regulatory Authority which governs the Branch Office registration process in Nepal.
Legal Requirements for Branch Office Registration in Nepal
According to Section 154 of the Companies Act, 2006, foreign entity cannot conduct business or transactions in Nepal without registering a branch office in Nepal. Any foreign entity operating in Nepal for at least a month, appointing representatives, or providing services in the country is deemed to be engaged in business and must register a branch office or liaison office in Nepal.
Step-by-Step Process for Branch Office Registration in Nepal
- Application Submission: Submit a registration application to OCR with the required documents.
- Obtaining approval from Relevant Authorities:Obtain approval or a recommendation letter from the concerned ministry of Nepal.
- If a foreign entity is selected by a concerned authority or enters an agreement with concerned authority, separate approval is not required to obtain from the concerned ministry.
- Evaluation & Certificate Issuance:OCR reviews the documents and issues a branch office registration certificate.
- Tax Registration: Obtain a tax registration at the Inland Revenue Office.
- Business Registration: Register the business at the concerned local ward office.
Documents Required for Branch Office Registration in Nepal
For the branch office registration in Nepal, following documents are required:
- Application
- Certificate of Incorporation of the foreign entity
- Memorandum of Associations (MOA) and Articles of Association (AOA) (Original and Notarized Nepali Translated)
- Company profile of the foreign entity
- Declaration by the foreign company’s director or representative verifying the authenticity of submitted documents
- Board Resolution authorizing branch office registration in Nepal and appointment of authorized representative
- Passport copies of all the directors of the foreign entity
- Citizenship copy of the Nepal-based authorized representative
- Proposed operational plan for the branch office
- Appointment letter for the authorized representative
- Power of Attorney
- Contract/agreement with a Nepali government authority (if applicable)
- Approval/recommendation letter from the relevant government body (if applicable).
Government Fees for Branch Office Registration
Registration fees are determined based on the proposed investment amount:
| Investment Amount (NPR) | Registration Fee (NPR) |
| Up to 10,000,000 | 15,000 |
| 10,000,001 – 100,000,000 | 40,000 |
| 100,000,001 – 200,000,000 | 70,000 |
| 200,000,001 – 300,000,000 | 100,000 |
| 300,000,001 – 400,000,000 | 130,000 |
| 400,000,001 – 500,000,000 | 160,000 |
| Above 500,000,000 | 3,000 per additional 10,000,000 |
If the investment amount is unspecified, the applicable registration fee is NPR 100,000.
Timeline for Branch Office Registration
The branch office registration process typically takes 2 to 3 weeks.
Business Activities Allowed for Branch Offices in Nepal
Branch offices in Nepal can engage in permissible business activities under Nepali law, aligning with the objective of the parent company
Minimum Investment Requirement
There is no specific minimum investment requirement for registering a branch office. The investment amount depends on the business needs of the foreign company.
Difference Between a Branch Office & a Liaison Office
| Branch Office | Liaison Office |
| Can conduct income-generating activities | Cannot engage in revenue-generating activities |
| Permitted to perform business operations similar to the parent company | Serves as a representative/contact point only |
Legal Status of a Branch Office in Nepal
- Not Considered Foreign Direct Investment (FDI) – Running a branch office is not categorized as FDI, so no separate foreign investment approval is required.
- Not a Separate Legal Entity – A branch office remains an extension of its foreign parent company and does not establish independent legal status in Nepal.
Post Compliance Requirements after Branch Office Registration
Upon the cpmpletion branch office registration, the branch offices shall comply the following compliance measures:
- Submission of initial compliance– Submit initial compliance documents to OCR within 3 months of registration.
- Appointment of an auditor– Appoint an auditor to prepare annual financial reports
- Annual Compliance– Every public company shall submit its first annual compliance within one year after the branch office registration, and thereafter it shall hold the annual compliance every year within six months after the completion of financial year.
- Annual Tax Filing– File tax returns at the Inland Revenue Department within the within three months after the completion of financial year.
- Business & Rent Tax Payments– Pay applicable business tax and rental taxes at the ward office before the completion of financial year.
Difference Between a Branch Office and a Local Subsidiary Company
| Branch Office | Local Subsidiary Company (FDI) |
| Directly registered with OCR | Requires FDI approval from the Department of Industry (DOI) Investment Board |
| No minimum capital requirement | Minimum capital investment is applicable |
| Not a separate legal entity | Operates as an independent legal entity |
| Only foreign companies can register a branch office | Can be registered by both foreign individuals and companies |
Conclusion
For expert guidance and hassle-free branch office registration services, contact Moksha Legal Group. Our experienced legal team ensures a smooth and efficient process.