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Thapa Legal Associates

Foreign Direct Investment

Foreign investment approval, inward remittance recording, share issue against foreign capital and the repatriation route, set up correctly from the start.

Foreign investment work is judged years later, at the moment of repatriation. That is the test every file we open is built to pass.

What is included

  • Sector eligibility check before any money or commitment moves
  • Foreign investment approval application at the Department of Industry, or the Investment Board where the scale requires it
  • Company incorporation or share transfer structuring for the investment
  • Nepal Rastra Bank recording of the inward remittance
  • Share issue against recorded foreign capital and issue of share certificates
  • Joint venture and shareholder agreements between Nepali and foreign partners
  • Technology transfer, royalty and licensing agreement approval
  • Repatriation of dividend, capital and sale proceeds when the time comes

Documents we will ask you for

Scanned copies are enough to begin. We will tell you which of these need notarisation, and which need legalisation if they originate outside Nepal, before you spend money on either.

  • Passport of the individual investor, or incorporation documents of the investing company, notarised and legalised as required
  • Board resolution of the investing company approving the investment
  • Bank reference or financial credibility certificate for the investor
  • Project report and proposed investment amount
  • Proposed shareholding structure and details of any Nepali partner
  • Biodata or profile of the investor

What you receive at the end

  • Foreign investment approval letter
  • Company incorporated or shares transferred, as structured
  • Nepal Rastra Bank recording of the remitted capital
  • Share certificates issued against the recorded investment
  • A documented file that supports repatriation later

Questions about this service

Sending money before approval, or sending it through a channel that cannot be recorded. Unrecorded capital is extremely difficult to repatriate, and unwinding it costs far more than doing the approval first.

Both are possible. Individuals invest with passport based documentation, corporate investors with incorporation documents and a board resolution. The choice affects documentation, tax treatment and how easy the exit is.

Nepal maintains a negative list, and some open sectors carry conditions. The list is revised from time to time, so we confirm the current position for your specific activity before you commit anything.

Through the Nepal Rastra Bank repatriation process, once tax obligations are settled. How smooth that is depends almost entirely on how well the entry was documented. This is why we treat the entry file as the exit file.

Generally no. Most of the process runs on documents and an authorised representative. Some banks require the investor to appear for account opening, and we tell you in advance if that applies.

Next step

Tell us what you are trying to do

Describe the business, not the legal category. We will tell you which registrations and filings apply, what they cost and how long they take, before you commit to anything.