Nepal’s import-export sector is growing rapidly due to expanding international trade and increasing demand for foreign goods. Establishing an import-export company requires legal registration and compliance with regulatory authorities. This guide provides a step-by-step process for import-export company registration, required documents, fees, licenses, and post-registration compliance.
Regulatory Framework for Import-Export Companies in Nepal
Import-export businesses in Nepal are governed by:
- Companies Act, 2006 – Governs company formation and operation.
- Customs Act, 2064 (2007 A.D.) – Regulates import-export activities and customs duties.
- Inland Revenue Act – Governs taxation including PAN and VAT.
- Foreign Investment and Technology Transfer Act (FITTA) – Applicable for foreign investors.
- Department of Commerce / Ministry of Industry, Commerce, and Supplies – Issues import-export licenses.
Types of Import-Export Companies
- Private Limited Import-Export Company – Suitable for small to medium-sized businesses.
- Public Limited Import-Export Company – For large-scale operations and multiple shareholders.
- Partnership Import-Export Firm – For smaller businesses with multiple partners.
- Foreign Joint Venture / Branch Office – For international companies entering Nepal.
Step-by-Step Import-Export Company Registration Process
1. Choose Company Name and Structure
- Submit a unique company name to the Office of Company Registrar (OCR).
- Decide on the company type (Private Limited, Public Limited, Partnership, or Branch Office).
2. Draft Memorandum and Articles of Association
- MOA – Define company objectives, including import-export operations and trade products.
- AOA – Outline governance, shareholder roles, and management policies.
3. Company Registration at OCR
- Submit MOA, AOA, director/shareholder details, and office address to OCR.
- Obtain Certificate of Incorporation.
4. PAN and VAT Registration
- Obtain Permanent Account Number (PAN) from the Inland Revenue Department (IRD).
- Register for VAT if annual turnover exceeds NPR 5 million.
5. Open Bank Account and Deposit Share Capital
- Open a corporate bank account and deposit the minimum share capital (typically NPR 100,000 for Private Limited Companies).
6. Obtain Import-Export License
- Apply at the Department of Commerce, Ministry of Industry, Commerce, and Supplies.
- Provide details of business operations, products, and foreign trade partners.
- Pay the applicable license fee.
7. Customs Registration
- Register with Customs Department for Import Export Code (IEC).
- Comply with customs documentation for importing/exporting goods.
Documents Required for Import-Export Company Registration
- Name approval certificate from OCR
- MOA and AOA
- Citizenship or passport copies of shareholders/directors
- Passport-sized photographs of directors
- Lease agreement or office ownership proof
- Bank deposit certificate for share capital
- PAN and VAT registration certificates
- Application form for import-export license
- Trade plan and list of products to be imported/exported
- Customs registration documents
Fees for Import-Export Company Registration
- OCR registration fee: NPR 5,000 – 50,000 depending on authorized capital
- PAN registration: Free
- VAT registration: Free
- Import-export license fee: NPR 10,000 – 50,000 annually
- Customs registration fee: NPR 2,000 – 5,000
- Notary/legal charges: NPR 5,000 – 15,000
Timeline for Import-Export Company Registration
- Name approval: 1–2 working days
- Company registration at OCR: 3–5 working days
- PAN/VAT registration: 1–2 working days
- Bank account & share capital deposit: 2–3 working days
- Import-export license issuance: 7–10 working days
- Customs registration: 2–3 working days
Total estimated time: 15–25 working days for full registration and licensing.
Post-Registration Compliance
- Renew import-export license annually.
- Maintain books of accounts and audited financial statements.
- Submit annual tax returns to IRD.
- Comply with Customs Act regulations for importing/exporting goods.
- Ensure compliance with product quality, safety, and foreign trade rules.
Benefits of Registering an Import-Export Company in Nepal
- Legal authorization to conduct international trade.
- Access to banking facilities and trade financing.
- Eligibility to participate in government trade programs and incentives.
- Enhances credibility with foreign suppliers and buyers.
- Compliance with customs and tax regulations reduces penalties and operational risks.
Workflow Diagram of Import-Export Company Registration
flowchart TD
A[Reserve Company Name at OCR] --> B[Draft MOA & AOA]
B --> C[Register Company at OCR]
C --> D[Obtain PAN & VAT Registration]
D --> E[Open Bank Account & Deposit Share Capital]
E --> F[Apply for Import-Export License]
F --> G[Register with Customs Department]
G --> H[Commence Import-Export Operations]
H --> I[Annual Compliance & Tax Filing]
Conclusion
Registering an import-export company in Nepal involves a structured process that includes company registration, PAN/VAT registration, bank account setup, import-export licensing, and customs registration. Proper registration ensures legal trade operations, credibility with international partners, and eligibility for government support. Maintaining post-registration compliance guarantees smooth business operations and long-term growth in Nepal’s import-export sector.
