Registration Process of Branch Office of a foreign company in Nepal

A branch office in Nepal is an extension of a foreign company that represents the parent company and conducts business activities on its behalf within the country. This article explains the process of registration of branch office in Nepal:

Governing Laws

1. Companies Act 2006
2. Companies Directives, 2015

Process to Register Branch Office in Nepal

1. Registration at OCR

• Submit an application along with the required documents at the Office of Company Registrar ("OCR")
• Obtain the recommendation letter from the relevant government authority

2. Registration at IRO

• Acquire a tax registration certificate from the relevant Inland Revenue Office ("IRO")

3. Registration at Ward Office

• Acquire a business. registration certificate from the local ward office

Required Documents for Branch Office Registration

Application;

1. Incorporation certificate, Memorandum of Association and Articles of Association (notarized copies of originals and official translation into Nepali language is required);
2. Power of attorney provided to Nepalese national and resident (“Nepal Representative”) to receive legal documents on its behalf;
3. Notarized citizenship certificate of the Nepal Representative;
4. Copy of board resolution of Foreign Company to open Branch Office;
5. Notarized copy of passports of directors of Foreign Company;
6. Power of attorney provided to signatory of application forms;
7. Notarized copy of passport (if foreign national) or citizenship certificate of signatory;
8. Corporate details of Foreign Company;
9. Power of attorney for processing agent (if applicable); and
10. Disclosure signed by the director or the Nepal Representative stating the documents and details submitted is true and correct. It also includes Application for Required Documents.

Objectives of Branch Office

The Major Objectives and Requirement of registering a Branch Office is to carry similar businesses and/or transactions as with the Parent Company. However, the registration of a branch office doesn’t necessarily confer legal status upon the Office as a separate Legal Entity. The Office operates within the Jurisdiction of Nepal with a formal recognition as a Branch of the Company.

Fee Waiver

The government fees for the registration of all types of company including branch office has been waived for the fiscal year of 2080/81 (2023/24) by the notification of Ministry Industry, Supplies and Commerce of the Government of Nepal published on 25th September 2023 in Nepal Gazette.