Registering a Branch Office of a Foreign Entity in Nepal (Complete Guide 2026)

Foreign investors looking to do business in the Nepali market often choose among setting up a local subsidiary, establishing a liaison office, or registering a branch office in Nepal.

This article guides the branch office registration process in Nepal, including legal requirements, timeline, and compliance obligations.

1. Governing Law for Branch Office Registration in Nepal

The registration of a branch office in Nepal is governed by the Companies Act, 2006 (2063).

Under Section 154(1) of the Act, any foreign company intending to conduct business activities in Nepal must register its branch office.

2. Regulatory Authority

The Office of the Company Registrar (OCR) is the primary authority responsible for:

• Registration of branch offices
• Maintaining records
• Monitoring compliance

3. When is Branch Office Registration Required?

A foreign company must register a branch office in Nepal if it intends to:

• Conducts business activities for more than one month, or
• Establishes an office in Nepal, or
• Appoints a representative for regular business contact

Practical Requirement

In practice, branch office registration requires either:

• Approval from a relevant government authority (based on the business sector), or
• A formal agreement with any government authority in Nepal

For example, IT companies may require approval from the Ministry of Communication and Information Technology.

4. What does not constitute a Branch Office?

The following activities do not qualify as establishing a branch office:

• Investment through equity in a Nepali company
• Appointing local agents or distributors

A branch office is not a separate legal entity. It is legally considered an extension of the parent foreign company.

5. Permitted Business Activities

The branch office should carry out the business activities that are permissible in Nepal. However, the business activities carried by the branch office should be the same as the business activities that are carried by the foreign company.

6. Minimum Capital Requirement

There is no minimum capital requirement under Nepali law.

However, foreign companies typically invest based on:

• Operational needs
• Business scale
• Industry requirements

7. Branch Office Registration Process in Nepal

The registration process generally includes:

1. Prepare and notarize required documents
2. Submit the application to the Office of the Company Registrar
3. Obtain approval from the relevant government authority (if required)
4. Review and verification by OCR
5. Issuance of Branch Office Registration Certificate

Note: If an agreement with a government authority already exists, separate approval may not be required.

8. Timeline for Registration

• Standard Timeline: 30 to 45 days
• May extend depending on government approvals

9. Documents Required for Branch Office Registration

Required documents include:

• Certificate of incorporation of a foreign company
• Memorandum and Articles of Association (with Nepali translation)
• Board resolution to establish a branch office
• Passport copies of directors
• Appointment letter of the authorized representative
• Power of attorney
• Company profile
• Business plan of the branch office
• Approval letter (if applicable)
• Agreement with government authority (if applicable)

Some documents require notarization and translation into Nepali.

10. Government Fees for Branch Office Registration

The registration fee depends on the proposed investment amount:

11. Post-Registration Compliance Requirements

After registration, a branch office must comply with:

• Submission of the initial compliance report within 3 months
• Appointment of an auditor
• Annual financial audit
• Filing financial statements within 6 months of the fiscal year end
• Reporting to the head office within 3 months of audit completion
• Updating OCR for any changes in company details

Additionally, compliance with:

• Tax laws
• Labor laws
• Social security regulations

12. Branch Office vs Liaison Office in Nepal

13. Branch Office vs Subsidiary Company