The Foreign Investment Approval Process: Documents, Steps and Timelines

Why the order is fixed

The commonest procedural error a foreign investor makes in Nepal is trying to incorporate first. The Office of the Company Registrar will not register a company with foreign shareholders until a foreign investment approval exists, so the approval has to come before the company. That produces an awkward position: the applicant for approval is the investor rather than the Nepali company, and the project report describes a business with no legal existence yet.

Everything downstream inherits that sequence. Industry registration follows incorporation because it registers an industry operated by a company. Tax registration follows because it registers that company. Recording the inflow with Nepal Rastra Bank follows because the money is remitted into that company’s account against that approval. Each step consumes the output of the one before it.

The published sequence

The Department of Industry sets out the following steps and target periods in its 2024 investor publication. The units named are co-located in the Department’s one-stop arrangement, so “at the Office of the Company Registrar” in practice means a Registrar’s desk inside the Department itself.

Step	Office	Published period
1. Foreign investment approval	Department of Industry, filed online at imis.doind.gov.np	7 days
2. Company incorporation	Office of the Company Registrar unit	7 days
3. Industry registration	Department of Industry	5 days
4. PAN and VAT registration	Inland Revenue Office unit	3 days
5. Recording of the foreign investment inflow	Nepal Rastra Bank unit	15 minutes
6. Environmental approval where required	Department or ministry, depending on scale	15 days for a brief environmental study; up to 6 months for an environmental impact assessment
7. Operation	—	—
8. Dividend repatriation approval	Foreign Investment and Technology Transfer Section	15 days

Taken together, the non-environmental steps come to about 25 working days from complete filing to a company that exists, is registered, is taxed and has its inflow recorded. The standard is credible, and it is the best case. It assumes the project report is accepted as filed, the investor’s documents are complete and current, and nobody raises a query.

What has to be filed

For a new foreign investment, the Department requires the online application plus a colour-scanned project proposal, a joint venture agreement where there is more than one investor, and an authorisation letter where a representative is acting. The investor’s own documents differ by type of investor.

An individual files a citizenship document or passport, a curriculum vitae, and a financial credibility certificate from a bank in the home country. That certificate is the document most often rejected. It has to speak to the investor’s capacity to fund the amount applied for, and a generic balance confirmation usually does not.

A corporate investor files its certificate of incorporation, its constitutional documents, a company profile, and a board resolution authorising the investment and naming the signatory. The resolution has to match the amount and the shareholding applied for. Where it does not, the file stops.

Share purchases, technology transfer agreements and lease agreements are filed through the same online system with the relevant agreement attached. The Department’s guidance notes a refundable deposit of NPR 20,000 payable after approval.

Recording the inflow

Step five takes fifteen minutes and decides everything that follows. Recording the inflow with Nepal Rastra Bank is administratively trivial and legally decisive. Section 20 of FITTA permits a foreign investor to repatriate sale proceeds, profits and dividends, liquidation balances, royalties and lease rentals — after tax, and with the approval of the investment approving body and the central bank. At that point the central bank checks whether the money now leaving corresponds to money that arrived through the banking system, was recorded against an approval, and was matched to shares actually issued.

Three failures recur. All three are cheap to avoid at entry and expensive to fix at exit. Money remitted from an account in a name other than the approved investor’s. Money remitted before approval, or against a different approval. Shares allotted for an amount that does not reconcile to what was recorded. Each leaves a file that has to be reconstructed years later, usually with a buyer waiting.

The capital injection schedule under rule 9 of the Foreign Investment and Technology Transfer Regulation 2077 (2021) feeds into this. Seventy per cent of approved capital must be remitted before commercial operation begins, and the balance within two years of it, with a first tranche that varies by size band. Every tranche is a recording event.

The 2025 changes

The omnibus act authenticated on 31 March 2025 made two procedural changes worth planning around.

Transferring a foreign investment, in whole or in part, now requires prior Department of Industry approval. Some transactions used to treat that as a post-completion filing. It is now a condition precedent, and it applies to transfers between foreign investors as well as to exits to Nepali buyers.

The decision period for repatriation was reportedly shortened from fifteen days to seven, and the period for a ministry to decide an appeal from thirty days to fifteen working days. Both figures come from firm briefings on the amendment rather than from the amended statutory text, which we have not read against the gazette.

UNCTAD separately records an amendment to Nepal Rastra Bank’s Foreign Investment and Foreign Loan Management Bylaws dated 30 December 2025, liberalising equity inflows and repatriation. Anyone whose transaction turns on the mechanics of getting money in or out should ask for the current bylaw text and the circular number rather than relying on descriptions of it, this one included.

Visas and work permits

An operating business needs a second file alongside the investment one, and that second file is usually opened too late.

Section 30 of FITTA gives a foreign investor or an authorised representative, and their family, a business visa for as long as the prescribed minimum investment is maintained. A residential visa is available where at least USD 1 million has been invested at one time. Before any of that, a non-tourist visa of up to six months covers research and survey work, which is the correct status for the people doing due diligence.

Employing foreign experts, technicians or managerial staff is a separate approval again, and the Act sets a fifteen-day period for decisions on work approvals and permits. The 2025 amendment extended non-tourist visa facilities to the family members of those employees, removing a real obstacle to posting senior people to Kathmandu for more than a few months.

Sequence these early, because a work permit depends on the industry being registered, the industry cannot be registered until the company exists, and the company cannot exist until the investment is approved. Count a start date promised to an incoming country manager backwards from step one rather than step four.

Before filing anything

Three decisions lock at application and change only by a further application: the approved investment amount, the description of the activity, and the identity of the investing entity. Each settles something downstream — the approving body, whether the automatic route and the negative list apply, and whose bank account the money must come from. All three are stated in the project report, which deserves more attention than the forms around it.

Sources

1. Foreign Investment in Nepal 2024

   Department of Industry, Ministry of Industry, Commerce and Supplies · October 2024 · Tier 2 — Official publication

   Supports: The eight-step sequence and its published timings, the online filing point, the document list for new FDI and for share purchase, technology transfer and lease agreements, and the environmental clearance range.

   Accessed 26 August 2026

2. Foreign Investment — investor guidance page

   Department of Industry · Last updated 16 Magh 2080 (January 2024) · Tier 2 — Official publication

   Supports: The four-stage description of the process, the document list and the NPR 20,000 refundable deposit payable after approval.

   Accessed 26 August 2026

3. Foreign Investment and Technology Transfer Act, 2075 (2019)

   Government of Nepal (text published by the Department of Industry) · Authenticated 2019 — in force, as amended · Tier 1 — Primary legal instrument

   Supports: Section 20 repatriation and its fifteen-day decision period as originally enacted; section 30 visa provisions and the fifteen-day period for work permits.

   Accessed 26 August 2026

4. Foreign Investment and Technology Transfer Regulations 2077 (2021) — summary

   PKF T R Upadhya & Co. · January 2021 · Tier 6 — Professional or news source

   Supports: Rule 9 capital injection timetable and rule 8 seven-day notification of approval or rejection.

   Accessed 26 August 2026

5. Investment Policy Monitor — Nepal

   UNCTAD Investment Policy Hub · Entries to February 2026 · Tier 3 — Multilateral institution

   Supports: That a prior approval requirement for foreign investors' equity transfers was introduced on 31 March 2025, and that the Foreign Loan and Investment Management Bylaws were amended on 30 December 2025.

   Accessed 26 August 2026

6. Technology Transfer Regime in Nepal

   Business 360 (Nepal) · 31 December 2023 · Tier 6 — Professional or news source

   Supports: Reported elapsed time of around three months for technology transfer approvals at the Department of Industry.

   Accessed 26 August 2026