This article will give you all the information regarding liaison office registration of foreign companies including all the detailed processes.
Introduction – Liaison Office Registration of Foreign Company
Navigating Nepal’s regulatory landscape is essential for foreign companies aiming to establish a presence in the country.
Securing approval from the Department of Industry and Nepal Rastra Bank is the first crucial step, allowing businesses to operate in specific sectors.
The process adheres to the strict rules outlined in the Companies Act of 2006 and is overseen by the Office of Company Registrar (OCR).
This article provides a clear and comprehensive guide to help foreign companies understand the intricacies of setting up a branch office in Nepal.
Requirements for Liaison Office Registration of Foreign Company
Approval from Competent Authority
Before initiating the registration process, foreign companies must secure approval from the relevant government authority in Nepal. This approval stands as an essential initial step in establishing a branch office.
Required Documents for Liaison Office Registration of Foreign Company
To start the registration procedure, the following essential documents are imperative:
- Permission/Approval Document: Issued by the Nepalese government authority, granting permission for the foreign company to operate in Nepal.
- Certificate of Incorporation: Photocopies of the foreign company’s certificate of incorporation are mandatory.
- Memorandum of Association and Articles of Association: Photocopies of these critical documents outlining the company’s structure and purpose are necessary.
- Translation: Translate the certificate of incorporation, memorandum of association, and articles of association into Nepali and have them officially notarized.
- Company Details: Comprehensive information including the full name, address of the registered office, date of incorporation, issued capital, and primary objectives of the foreign company.
- Director and Officer Information: Specifics concerning the nationality, name, and address of the directors, manager, company secretary, or chief officer of the company are required.
- Nepali Representative: Name and address of the representative of the company residing in Nepal must be provided.
- Business Details: Detailed information encompassing the proposed investment, business activities, and the intended date of commencement in Nepal is necessary.
- Declaration of Authenticity: A declaration made by the company’s directors or representative, affirming the accuracy of all documents and information submitted to the Office of the Company Registrar, is obligatory.
- Power of Attorney: A document specifying the name and address of the person authorized by the company to receive legal documents, summons, notices, etc., issued in its name is necessary.
- Office Address: Provide the complete address of the main place where your company will operate in Nepal. This information is essential and must be accurate.
Registration Process – Liaison Office Registration of Foreign Company
- Approval Acquisition: Obtain approval from the Nepalese government authority.
- Online Application: Submit the required documents online through the OCR online portal.
- Physical Document Submission: Present physical copies of documents to the Office of the Company Registrar.
- OCR Evaluation: The OCR scrutinizes the documents and grants approval for branch office registration.
- Additional Registrations: Complete registration with the local Ward office, and Inland Revenue Department for taxation purposes, and appoint an auditor for financial compliance.
Fees in Liaison Office Registration of Foreign Company
The registration fee for a branch office in Nepal varies in accordance with the proposed investment amount.
The government fee is contingent on the investment level, commencing at NPR 15,000 for investments up to 10,000,000 and incrementally increasing to NPR 3,000 plus for every additional 10,000,000 for investments surpassing 500,000,000.
Ensure precise evaluation of your investment to ascertain the applicable government fee for your branch office establishment in Nepal.
Branch Office and Liasion Office
A branch office possesses the authorization to participate in income-generating operations within Nepal. In contrast, a liaison office serves exclusively as a conduit for communication between the parent company and Nepali entities, refraining from engaging in any business activities or income generation within Nepal.
Liabilities and Compliance of Liaison Office Registration of Foreign Company
In the field of liabilities, a branch office bears unrestricted obligations, potentially jeopardizing the parent company’s assets in instances of insolvency. A liaison office’s liabilities remain the sole responsibility of the parent company.
Both types of offices must follow strict rules set by authorities. It’s crucial for their smooth operation. This encompasses taxation, PAN registration, and approvals from relevant regulatory bodies.
Conclusion
Establishing a foreign company’s branch office in Nepal demands careful attention to legal complexities, comprehensive documentation, and unwavering compliance with Nepalese laws.
By understanding the procedural nuances, financial obligations, and distinctions between branch and liaison offices, foreign entities can navigate the legal landscape effectively and establish a successful presence in Nepal’s vibrant business environment.
