INVESTMENT GUIDE
Investment guide
AT A GLANCE
The regime at a glance
NPR 20M
Minimum foreign investment
About USD 150,000. Reduced from NPR 50 million via the FY2022/23 budget. IT and export-oriented companies are currently exempt from the threshold.
Source:Ministry of Finance, Nepal; law-firm commentarysince the FY2022/23 budget
100%
Permitted foreign ownership
Under FITTA 2019 (Foreign Investment and Technology Transfer Act, 2075), full ownership is permitted outside negative-list sectors.
Source:FITTA 2075 (2019)in force since 2019
25%
Standard corporate tax rate
30% for banks, financial institutions and insurers; 20% for manufacturing and certain BOOT infrastructure projects.
Source:Inland Revenue Department, Nepalcurrent
5%
Withholding tax on repatriated dividends
FITTA Article 8 places no restriction on repatriating after-tax profit, capital, or capital gains. Repatriated dividends carry a 5% withholding tax.
Source:FITTA 2075, Article 8current
NPR 2B
Threshold for Investment Board Nepal
Foreign-investment projects above NPR 2bn sit with IBN. Below that, the Department of Industry is the counterparty, which is the route most Japanese SME and mid-cap projects actually take.
Source:Investment Board NepalInvestment Board Act 2068 (2011)
3–6 weeks
Indicative timeline to incorporate a foreign-invested entity
A wholly Nepali-owned private company takes roughly 7–15 working days. Foreign investment adds FITTA approval and Nepal Rastra Bank registration, which can extend the process to 2–3 months depending on sector and documentation. Treat this as an indicative range, not a commitment.
Source:Practitioner commentaryas of August 2026
LEGAL FRAMEWORK
The governing law, and who you file with
Foreign investment is governed by the Foreign Investment and Technology Transfer Act (FITTA 2075 / 2019). Outside negative-list sectors, 100% foreign ownership is permitted. Repatriation of profit, capital and capital gains on share sale is provided for in Article 8 of the same Act.
Your counterparty depends on deal size. Foreign investment above NPR 2 billion sits with Investment Board Nepal (IBN); below that, the Department of Industry (DoI) is the filing authority. Most Japanese SME and mid-cap projects fall on the DoI route. Establishing which side of that line you are on changes the sequence of everything that follows.
Company registration goes through the Office of Company Registrar (OCR), and Nepal Rastra Bank (NRB) is involved in registering the investment and the inbound capital.
RESTRICTED SECTORS
The negative list, and what it actually covers
Closed to foreign equity
- Primary agriculture and livestock: poultry, fisheries, bee-keeping, fruit and vegetables, oilseed and pulse seed, dairy
- Cottage and small industries
- Personal services such as hairdressing, tailoring and driving instruction
- Real estate trading (construction itself is not restricted), retail trade, domestic courier, local catering, money changing and remittance
- Travel and trekking agencies, tourist and trekking guiding, homestay and rural tourism
- Mass media — newspapers, radio, television, online news — and motion pictures in the national languages
- Language, music and computer training
- Arms, ammunition, explosives, and nuclear, biological or chemical materials
Permitted, but capped
- Consultancy services — management, accounting, engineering, legal — up to 51% foreign equity
- Ride-sharing, up to 70% foreign equity
- Air services, subject to their own equity ceilings
Two points that get missed. The restriction attaches to equity: loan investment, and technology transfer into a company established with local investment, are treated separately. And the schedule has been amended more than once since 2019, so the version that matters is the one in force on the day you file.
The practical consequence for a Japanese enquirer is usually one of two things. Either the intended activity sits squarely outside the list and the question never arises again, or it sits close enough to a restricted line — consultancy, retail, tourism services — that the structure has to be designed around the cap from the beginning. Finding that out at the filing stage is expensive.
PROCESS
The sequence
- 01
Confirm the sector
Check that the activity is not on the negative list, and identify any sector-specific licences required.
- 02
Fix the investment amount and shareholding
Threshold requirements, ownership split, and the route the funds will travel. IT and export-oriented companies are exempt from the minimum.
- 03
Obtain foreign investment approval
This step is mandatory and it comes before company registration, not after. Since 2023 most projects go through the Department of Industry's online automatic route, which returns the approval by email within about seven working days. Off that route the file is reviewed on its merits. Either way you prepare a project report, investor and source-of-funds documents, a board resolution and draft constitutional documents.
- 04
Register the company (OCR)
Name reservation, memorandum and articles, registration. A wholly Nepali-owned company takes 7–15 working days; foreign investment requires the prior approval above.
- 05
Tax registration and PAN
Registration with the Inland Revenue Department.
- 06
NRB registration and capital inflow
Register the foreign investment and remit capital through the formal channel. This record is what later repatriation depends on.
- 07
Banking, premises, visas
Corporate account, office, and visas for any assigned staff.
- 08
Operations and ongoing compliance
Accounting and tax, labour compliance, and periodic renewals continue indefinitely.
TALENT
A technical workforce larger than the economy can absorb
The reason to look at Nepal for people is not labour cost. It is that the country trains more qualified engineers each year than its own economy has work for, and that the surplus is concentrated in exactly the disciplines Japanese companies are short of.
Civil and structural engineering is the deepest of them. Nepal's road, bridge, tunnel and hydropower programmes have been running for decades, a large share of them under Japanese supervision — the Nagdhunga tunnel alone put Nepali engineers and site staff on a Japanese-specification project for seven years. These are people who have already worked to JIS-adjacent standards, to Japanese drawing conventions and to Japanese quality control, and who did so on their own soil rather than as trainees abroad.
Software and IT is the fastest growing. IT and ITES exports reached USD 515 million in 2022, up 64.2% in a year, from 106 companies employing around 14,700 people, alongside roughly 51,800 freelancers billing foreign clients directly. Several Kathmandu development centres are Japanese-owned and run Japanese-language training in house. Mechanical, electrical, agricultural and healthcare disciplines sit behind those two, smaller but with the same profile.
Language is the part that usually surprises people. More than 100,000 Nepali students are enrolled in Japanese higher education and more than 273,000 Nepali nationals live in Japan. That produces a steady flow of returning engineers who hold JLPT N2 or N1 and, more usefully, know how a Japanese workplace runs — reporting rhythm, 報連相, what a deadline means.
There are two ways to employ this pool, and they carry different rules. Hiring in Nepal — through your own entity or a development centre — sits under Nepali labour law and needs no Japanese residence status at all. Bringing people to Japan does. For degree-holding engineers the relevant status is Engineer / Specialist in Humanities / International Services (技術・人文知識・国際業務), which is not restricted to designated industry fields. Specified Skilled Worker (特定技能) covers the designated fields and keeps expanding, most recently by cabinet decision in January 2026; Technical Intern Training (技能実習) is being abolished and replaced by Employment for Skill Development (育成就労) on 1 April 2027, with progression into Specified Skilled Worker (i) expected to require a skills examination and Japanese at roughly A2. Since July 2025 Nepal has also required demand letters to be authenticated at its embassy in Japan for Specified Skilled Worker hiring, which makes a government-recognised sending organisation the practical route.
The residence-status rules are legislatively active. The above reflects our understanding as of August 2026; confirm against the Immigration Services Agency and the Ministry of Health, Labour and Welfare before finalising a hiring plan.
FAQ
Frequently asked questions
This site provides general information only and is not legal, tax or investment advice. Regulations change. Please confirm against current primary sources and with your own advisers before acting.
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