Introduction to BPO Business Registration in Nepal
Nepal’s Business Process Outsourcing (BPO) sector has emerged as a significant contributor to the country’s digital economy. The Government of Nepal actively promotes BPO companies through favorable policies under the Foreign Investment and Technology Transfer Act (FITTA) 2019 and the Company Act 2063. BPO companies in Nepal provide services including customer support, data entry, software development, and digital marketing to international clients.
The Department of Industry (DOI) and Office of Company Registrar (OCR) regulate BPO company registration in Nepal. These companies operate under the Information Technology Policy 2067 and enjoy various incentives including tax holidays and infrastructure support. Nepal’s strategic location, skilled workforce, and competitive operational costs make it an attractive destination for BPO investments.
Foreign investors can establish BPO companies in Nepal through Foreign Direct Investment (FDI) with 100% foreign ownership permitted in most IT services. The government has designated IT as a priority sector, offering additional benefits under the Industrial Policy 2067. BPO companies must comply with Nepal’s labor laws, tax regulations, and telecommunications policies while maintaining international service standards.
Investment Requirements for BPO Companies
Minimum Capital Requirements
The Foreign Investment and Technology Transfer Act (FITTA) 2019 mandates minimum investment thresholds for foreign investors establishing BPO companies in Nepal. Foreign investors must invest at least NPR 50 million (approximately USD 375,000) for technology-based industries including BPO services. Domestic investors face no minimum capital requirements under the Company Act 2063, providing flexibility for local entrepreneurs.
The Department of Industry evaluates investment proposals based on technology transfer potential, employment generation, and export earnings. BPO companies focusing on software development or high-value services receive priority consideration. The Investment Board Nepal (IBN) handles large-scale investments exceeding NPR 6 billion, while smaller investments fall under DOI jurisdiction.
Sectoral Investment Policies
Nepal’s Industrial Policy 2067 classifies BPO services as priority industries eligible for special incentives. The Information and Communication Technology Policy 2015 further supports digital service providers through infrastructure development and skill enhancement programs. Foreign investors can establish BPO companies in any legal form including private limited companies, public limited companies, or branch offices.
The Nepal Rastra Bank (NRB) regulates foreign exchange transactions for BPO companies under the Foreign Exchange Regulation Act 2019. Companies must maintain proper documentation for international transactions and comply with repatriation guidelines. Export-oriented BPO companies enjoy additional benefits under the Trade Policy 2015.
Detailed Registration Process for BPO Companies
Step 1: Obtain Investment Approval from Department of Industry
Begin the BPO company registration process by submitting an investment proposal to the Department of Industry (DOI). Prepare a comprehensive project report detailing business activities, investment amount, employment projections, and technology specifications. Foreign investors must demonstrate compliance with FITTA 2019 requirements including minimum investment thresholds and technology transfer commitments.
Submit the application through the Industry Registration Information System (IRIS) online portal or visit DOI offices directly. The department evaluates proposals within 15 working days for complete applications. Upon approval, DOI issues an Industry Registration Certificate specifying permitted business activities, investment ceiling, and operational conditions. This certificate serves as the foundation for subsequent registration procedures.
Step 2: Reserve Company Name at Office of Company Registrar
Visit the Office of Company Registrar (OCR) to reserve your BPO company name following approval from DOI. Submit three alternative company names ending with “Private Limited” for private companies or “Limited” for public companies. The registrar checks name availability against existing companies and trademark databases to prevent conflicts.
Pay the prescribed name reservation fee of NPR 500 and obtain a name reservation certificate valid for 60 days. The reserved name must reflect the company’s BPO business nature and comply with Company Act 2063 naming conventions. Avoid names suggesting government affiliation or containing restricted words without proper authorization.
Step 3: Prepare and File Incorporation Documents
Draft the Memorandum of Association (MOA) and Articles of Association (AOA) defining company objectives, share structure, and governance framework. The MOA must clearly specify BPO services as primary business activities including software development, customer support, data processing, and related IT services. Ensure compliance with Company Act 2063 requirements for share capital, director qualifications, and shareholder rights.
File incorporation documents with OCR including signed MOA, AOA, and prescribed forms. Foreign investors must provide additional documentation proving investment source legitimacy and compliance with foreign exchange regulations. The registrar examines documents for legal compliance and issues queries if clarifications are needed.
Step 4: Complete Company Registration and Obtain Certificate
Pay company registration fees based on authorized capital as prescribed under Company Regulation 2064. The fee structure ranges from NPR 1,000 for companies with capital up to NPR 100,000 to higher amounts for larger capitalizations. Submit original documents along with required fees and await registrar verification.
Upon successful verification, OCR issues a Certificate of Incorporation establishing the company’s legal existence. This certificate contains the company registration number, incorporation date, and authorized business activities. The company gains legal personality from the certificate issuance date and can commence business operations subject to obtaining necessary licenses.
Step 5: Obtain Operational Licenses and Tax Registration
Register with the Inland Revenue Department (IRD) for tax purposes within 30 days of incorporation. Obtain a Permanent Account Number (PAN) and Value Added Tax (VAT) registration if annual turnover exceeds NPR 2 million. BPO companies must also register with the Department of Labor and Occupational Safety for employee welfare compliance.
Apply for telecommunications licenses from the Nepal Telecommunications Authority (NTA) if providing voice-based services. Software development companies may need additional certifications from the Department of Information Technology. Complete social security registration with the Social Security Fund and obtain necessary permits from local municipalities before commencing operations.
Required Documents for BPO Company Registration
Corporate Documentation Requirements
The Office of Company Registrar requires comprehensive documentation for BPO company registration under the Company Act 2063. Primary documents include the Memorandum of Association clearly defining company objectives, authorized capital, and share structure. The Articles of Association must specify internal governance procedures, director powers, and shareholder meeting protocols.
Submit signed incorporation forms prescribed by OCR including details of promoters, directors, and initial shareholders. Foreign investors must provide additional documentation including investment approval from DOI, foreign exchange clearance from Nepal Rastra Bank, and proof of fund sources. All foreign documents require authentication from Nepalese diplomatic missions abroad.
Individual Documentation for Promoters and Directors
Each company promoter and director must submit citizenship certificates for Nepalese nationals or passport copies with valid visas for foreign nationals. Provide recent passport-sized photographs and signed consent letters accepting directorship responsibilities. Directors must meet qualification criteria under Company Act 2063 including age requirements and absence of disqualifying factors.
Submit character certificates from local authorities and tax clearance certificates from the Inland Revenue Department. Foreign directors require police clearance certificates from their home countries authenticated by Nepalese embassies. Professional qualifications and experience certificates strengthen applications, particularly for technology-focused BPO companies.
Financial and Technical Documentation
Prepare detailed project reports outlining BPO business plans, market analysis, and financial projections. Include technology specifications, infrastructure requirements, and employment generation estimates. Foreign investors must demonstrate fund availability through bank statements, investment commitment letters, or financial institution guarantees.
Submit feasibility studies conducted by recognized consulting firms for large-scale investments. Environmental impact assessments may be required for BPO companies with significant infrastructure development. Provide partnership agreements or technology transfer contracts if applicable to the business model.
Time Frame and Cost Analysis
Registration Timeline Breakdown
BPO company registration in Nepal typically requires 30-45 working days for complete processing under normal circumstances. The Department of Industry processes investment approvals within 15 working days for complete applications meeting FITTA 2019 requirements. Name reservation at the Office of Company Registrar takes 1-2 working days with immediate availability checking.
Document preparation and filing consume 5-7 working days depending on complexity and foreign investor documentation requirements. Company registration completion requires 7-10 working days after document submission to OCR. Additional licensing from telecommunications authorities and tax registration add 10-15 working days to the overall timeline.
Comprehensive Cost Structure
Government fees for BPO company registration vary based on authorized capital and business scope. Department of Industry charges NPR 1,000-5,000 for investment approval depending on project size. Company registration fees range from NPR 1,000 for small companies to NPR 15,000 for larger capitalizations under Company Regulation 2064.
Professional service costs including legal consultation, document preparation, and liaison services typically range from NPR 50,000-200,000 depending on complexity. Foreign investors may incur additional costs for document authentication, translation services, and specialized legal advice. Total registration costs generally fall between NPR 100,000-500,000 for standard BPO companies.
Additional Operational Costs
Post-registration expenses include office setup, telecommunications infrastructure, and employee recruitment costs. BPO companies require significant technology investments including computers, software licenses, and communication systems. Annual compliance costs include tax filing, audit fees, and regulatory renewals typically ranging from NPR 100,000-300,000.
Insurance premiums, social security contributions, and employee benefits add to operational expenses. Export-oriented BPO companies may need additional certifications and quality management systems increasing setup costs. Budget allocation should consider these ongoing expenses for sustainable business operations.
Post-Registration Compliance Obligations
Statutory Compliance Requirements
Registered BPO companies must maintain comprehensive compliance with multiple regulatory frameworks in Nepal. The Company Act 2063 mandates annual general meetings, board meetings, and statutory record maintenance. Companies must file annual returns with the Office of Company Registrar within prescribed deadlines and maintain updated shareholder registers.
Tax compliance under the Income Tax Act 2058 requires monthly VAT returns, annual income tax filings, and withholding tax remittances. BPO companies must maintain proper accounting records following Nepal Accounting Standards and conduct annual audits by qualified chartered accountants. The Inland Revenue Department conducts periodic assessments and requires prompt response to tax queries.
Labor Law Compliance
BPO companies must comply with the Labor Act 2074 regarding employee rights, working conditions, and social security obligations. Register all employees with the Social Security Fund within 30 days of employment and make regular contributions. Maintain employment contracts, attendance records, and salary registers as required by labor regulations.
Implement workplace safety measures under the Labor Act and provide appropriate working conditions for BPO operations. Female employees enjoy special protections including maternity benefits and safe working environment provisions. Companies must establish grievance mechanisms and comply with minimum wage requirements set by the government.
Sector-Specific Obligations
BPO companies providing telecommunications services must maintain licenses from the Nepal Telecommunications Authority and comply with service quality standards. Software development companies should consider intellectual property protection under the Patent, Design and Trademark Act 2022. Data protection and privacy compliance become increasingly important for companies handling international client information.
Export-oriented BPO companies must maintain export documentation and comply with foreign exchange regulations. Regular reporting to the Department of Industry regarding investment utilization and employment generation is mandatory. Companies should stay updated with evolving IT policies and digital economy regulations affecting the BPO sector.
Frequently Asked Questions
What is the minimum investment required for foreign investors to establish a BPO company in Nepal?
Foreign investors must invest at least NPR 50 million under FITTA 2019 for technology-based industries including BPO services, while domestic investors face no minimum capital requirements.
How long does the complete BPO company registration process take in Nepal?
The complete registration process typically requires 30-45 working days including investment approval, name reservation, incorporation, and obtaining necessary operational licenses from relevant authorities.
Where should investors submit their BPO company registration applications in Nepal?
Submit investment proposals to the Department of Industry for approval, then file incorporation documents with the Office of Company Registrar for company registration.
What are the essential requirements for registering a BPO company in Nepal?
Essential requirements include investment approval from DOI, incorporation documents, director qualifications, minimum capital compliance, and obtaining necessary telecommunications and business licenses.
What is the total cost involved in registering a BPO company in Nepal?
Total registration costs typically range from NPR 100,000-500,000 including government fees, professional services, documentation, and initial compliance requirements for standard companies.
