Liaison Office Registration in Nepal

A liaison office is the right Nepal presence for an established foreign company that needs to represent the parent, coordinate with local contacts or gather information, but will not earn income in Nepal. It must register with the Office of the Company Registrar (OCR) before operating, and it cannot be used to invoice customers, sign revenue-generating contracts or trade locally. If the Nepal operation will earn income, consider a branch or a foreign-invested Nepali subsidiary instead. Companies Act, 2063, section 154

Key highlights

• A liaison office is a registered foreign-company presence, not a separate Nepali company.
• It cannot undertake income-earning activity in Nepal; the actual activities matter more than the label on its registration. Companies Act, 2063, section 154(6)
• OCR needs authenticated foreign parent-company documents, Nepali translations, a Nepal-based authorised recipient and any sector permission that applies.
• OCR must register a complete application or give written reasons for not doing so within 30 days. This is an OCR decision period, not a complete-project timeline. Companies Act, 2063, section 154(4)–(5)
• OCR's published fee for a liaison (contact) office is NPR 50,000; document authentication, translation and other costs are separate. OCR revenue and fee schedule
• A non-income-generating office still has withholding, annual reporting and recordkeeping responsibilities.

Is a liaison office the right route for your Nepal plans?

Choose this route only where the Nepal office will stay non-commercial. The Companies Act describes the limit directly: a foreign company registered as a liaison office is not entitled to carry out income-earning activity in Nepal. It may represent the parent and maintain local contact, but should not use the office to invoice, contract for revenue or otherwise earn income locally. Companies Act, 2063, section 154(6)

The Act also treats a foreign company as having established an office if it operates in Nepal for a month or more, or appoints a person here for regular contact on its behalf. Registration is therefore not limited to a formally branded branch premises. Companies Act, 2063, section 154(1)

The route decision should happen before document authentication or an office lease. A liaison office may not issue shares or debentures in Nepal, and it may only be registered for the type of business or transaction the parent already conducts in its home jurisdiction. Companies Act, 2063, section 154(8), (11)

If local revenue is part of the plan, a liaison office is not a workaround. A company considering a subsidiary should instead assess establishing a foreign-invested company in Nepal.

What the foreign parent must settle before filing

OCR registers the foreign company’s Nepal liaison office; it does not create a new Nepali entity. Before filing, settle four practical points:

1. Activity boundary. Describe the Nepal office’s representative role precisely, and make sure it fits the parent’s existing home-country business.
2. Sector permission. OCR requires permission from the concerned body where prevailing law makes it necessary. This is conditional: a regulated sector may require a separate approval before OCR registration. Companies Act, 2063, section 154(3)
3. Nepal representative and address. Name the Nepal-based person authorised to receive notices and confirm the proposed office address and start date.
4. Foreign-document formalities. Plan enough time to certify documents in the parent’s home jurisdiction and obtain Nepali translations.

Parent-company document checklist

The Companies Act and OCR's registration requirements support the following core filing set. Exact sector documents depend on the activity. Companies Act, 2063, section 155; OCR registration requirements

• Required sector permission, if applicable.
• Certified copies of the parent’s charter, incorporation certificate, memorandum and articles of association, with Nepali translations.
• Parent-company details: registered office, principal place of business, incorporation date, paid-up capital and principal objectives.
• Names, addresses and citizenship details of directors, managers, secretary or other principal officers.
• Nepal office address and planned commencement date.
• Name and Nepal address of the authorised recipient for summonses, notices and communications.
• A declaration from a director or representative that the particulars are correct.
• A power of attorney appointing the Nepal-resident representative.

Foreign-issued documents must be certified under the law of the country in which the parent is registered. The power of attorney must follow the home jurisdiction's legal formalities and state that notices delivered to the Nepal representative bind the company. Companies Act, 2063, sections 155(3) and 157

Once registered, notify OCR within 35 days if any submitted particular changes. Companies Act, 2063, section 155(2)

Liaison office registration process in Nepal

1. Confirm the non-commercial scope and any sector clearance. Do this first. A sector permission is a prerequisite only where the law for that activity requires it.
2. Prepare, certify and translate the parent documents. Match the parent name, officers, objectives and representative details across every document.
3. Appoint the Nepal-authorised representative. The power of attorney should support the person who will receive legal notices for the parent.
4. File the prescribed application at OCR. The liaison and branch application is Schedule 29, filed with the supporting documents and fee. OCR annexes and application formats
5. Respond to OCR examination. For a complete application, OCR must either issue a registration certificate or state its reasons for not registering the company in writing within 30 days. Companies Act, 2063, section 154(4)–(5)
6. Set up the registered office correctly. Display the parent’s country of origin and the Nepal registration number on the office name board, letterhead, bills and receipts. Companies Act, 2063, section 154(9)
7. Complete the tax and banking setup needed for operations. Obtain a PAN, arrange compliant handling of local expenses and withholding, and confirm the bank’s documents for inward operating funds.

The process is often delayed before OCR receives the file, not during OCR’s examination. Authentication, Nepali translation, a power of attorney and any applicable sector clearance should be ready before submission.

Fees and timing: separate the government fee from preparation costs

Source: OCR revenue and fee schedule; Companies Act, 2063, section 154.

For a foreign company, the practical takeaway is to set the registration budget and internal launch date around the full document chain—not just the OCR fee or 30-day decision period.

Ongoing compliance after the certificate

No local income does not mean no continuing compliance. A liaison office must have an auditor certify, then submit to OCR within three months after the end of Nepal’s financial year, a statement of its local salaries and allowances, consultant or liaison-staff payments, rent and other operating expenses, and tax withheld from those amounts. Companies Act, 2063, section 156(5)

The office therefore needs a PAN and organised records for local payments and withholding. Its income-tax position depends on its actual activities: a liaison office that remains within the statutory non-income-earning restriction is not operating as an ordinary revenue-generating business, but the position should be confirmed for the company’s own facts. The Income Tax Act defines a permanent establishment as a place where a person carries on business wholly or partly. Income Tax Act, 2058, section 2

Operating funds for rent, salaries and other local costs should pass through the banking system. Nepal’s foreign-exchange rules generally require foreign-exchange transactions to go through a licensed dealer, such as a commercial bank. Foreign Exchange (Regulation) Act, 2019, section 4

Do not assume a business visa follows liaison-office registration

The standard business-visa materials published by the Department of Immigration are built around approved foreign investment, including Department of Industry approval, a share certificate and an industry registration certificate. A liaison office does not necessarily have those documents. Confirm the appropriate visa category before a foreign representative travels or takes up duties; registration of the office is not immigration permission. Department of Immigration visa information

When the office needs a different structure

If the Nepal team starts invoicing Nepal customers, signing revenue contracts or earning income, it has moved outside the liaison-office restriction. Do not simply continue under the same certificate. Assess whether a branch is appropriate for the defined income-generating activity or whether a foreign-invested subsidiary better suits an ongoing Nepal business.

If the liaison office will close, the company applies to OCR with evidence that it has no outstanding liability in Nepal. OCR publishes a 21-day public notice inviting claims; outstanding claims must be settled before the company is removed from the foreign-company register. Companies Act, 2063, section 158

Avoid these costly mistakes

• Treating a liaison-office certificate as authority to trade locally.
• Starting document authentication after the Nepal launch date is fixed.
• Failing to appoint or keep current a Nepal-authorised recipient.
• Assuming no income removes PAN, withholding or annual reporting duties.
• Treating a foreign representative’s immigration status as part of the OCR registration.

How Company Darta Nepal can help

Foreign parent-company documents, the activity boundary and the sequence between sector permission, OCR filing, banking and local compliance can be difficult to coordinate from abroad. Company Darta Nepal can help compare the presence routes, prepare the agreed parent-company documentation and coordinate the agreed liaison-office filing steps. You remain responsible for the parent’s decisions and for any independent regulator or immigration requirement.

Review Company Darta Nepal’s branch and liaison office registration service.

Before you file: final check

• Confirm the office will not earn income in Nepal.
• Identify any conditional sector approval.
• Complete certification and Nepali translation of the parent documents.
• Name the Nepal-authorised representative and office address.
• Budget for the OCR fee separately from authentication, translation and operating costs.
• Plan PAN, withholding records and the annual OCR statement from the first local payment.