Foreign Direct Investment (FDI) Lawyers in Nepal

Niti Partners & Associates advises foreign investors, multinational companies, and non-resident Nepalis on every stage of bringing capital into Nepalfrom structuring the investment and securing approval from the Department of Industry (DOI), the Investment Board Nepal (IBN), and Nepal Rastra Bank (NRB), to incorporating the investment vehicle, documenting the transaction, and planning a compliant exit.

Based at New Baneshwor, Kathmandu, our team works under the Foreign Investment and Technology Transfer Act, 2075 (2019) (“FITTA”) and its 2021 Regulations to get foreign-invested companies open, funded, and compliant for clients investing anywhere from Kathmandu to Nepal’s hydropower, manufacturing, and export corridors.

We Are a Law Firm, Not a Registration Agent

Beyond Paperwork: A registration agent files your paperwork with the Office of the Company Registrar and stops there.
Strategic Structuring: As practising advocates, we structure the investment itself weighing equity versus debt financing, joint venture versus wholly-owned subsidiary, and tax exposure on repatriation before a single form goes to the Department of Industry.
Full Dispute Support: That distinction matters most when something goes wrong. A registration agent cannot represent you in a tax dispute, regulatory challenge, or arbitration; we can, and do.

Why Foreign Investors Work With Niti Partners

How We Lead	Niti Partners & Associates (FDI Legal Services in Nepal)
Regulator-Facing Experience	We file directly with the DOI, IBN, and NRB and know the documentation each authority actually asks for in practice, not just what the statute says.
Sector Depth	Our team has closed FDI transactions in hydropower, fintech, IT/export services, real estate, and hospitality. We have been cited by UNCTAD, a UN agency which works in international investment on Nepalese FDI matters.
Thought Leadership	Our lawyers are recognised contributors to ICLG, Kluwer, and Mondaq—the same international legal knowledge platforms that global investors use to research Nepal before they call us. Niti Partners has published articles on Mondaq covering FDI, fintech, arbitration, and project finance in Nepal.
Equity and Debt Structuring	We advise on both equity participation and debt-financed investment structures, including loan investment and reinvestment routes recognised under FITTA.
Tax Dispute Capability	Unlike firms that stop at registration, we represent investors in disputes with the Inland Revenue Department and Large Taxpayers’ Office once an investment is operational. See our guide to Tax Litigation in Nepal
Full Service Law Firm	Approval, incorporation, tax registration, ongoing compliance, and eventual exit are handled by the same team with no handoffs between a registration agent and a law firm.

Our Foreign Direct Investment Legal Services in Nepal

FDI Approval & Investment Structuring

We assess the most efficient route into the Nepali market and prepare the full application for FDI approval whether routed through the Department of Industry (standard approval) or the Investment Board Nepal (for large or strategic projects). This includes structuring the investment to meet the NPR 20 million minimum threshold under FITTA, advising on sector-specific restrictions, and mapping out timelines. Read our detailed breakdown of the FDI approval process in Nepal.

Incorporation of Joint Ventures, Subsidiaries, and Branch Offices

Once approval is secured, we incorporate the investment vehicle at the Office of the Company Registrar as a wholly-owned subsidiary, a joint venture with a Nepali partner, or a branch/liaison office. Nepal permits 100% foreign ownership in most sectors.

Legal & Financial Due Diligence

Before capital moves into a greenfield project or an acquisition, we run legal due diligence on title, licensing, litigation exposure, labor liabilities, and regulatory standing.

Transaction Documentation & Negotiation

We draft and negotiate joint venture agreements, Memorandum and Articles of Association, shareholder agreements, share purchase agreements, and project or investment proposals required by the DOI/IBN.

Technology Transfer & Intellectual Property

We document management contracts, franchise agreements, technical know-how, or IP licensing for DOI approval and advise on royalty structuring and repatriation limits.

Equity & Debt Investment Structuring

We advise on equity, debt, or hybrid structures for capital-intensive projects such as hydropower and infrastructure, drawing on direct experience with major project financing deals in Nepal.

Tax Disputes Arising From FDI

We advise on and litigate tax disputes, including how Industrial Enterprises Act tax concessions interact with the Income Tax Act and Safe Harbour rules on transfer pricing.

Repatriation, Compliance & Exit Strategy

We manage end-to-end profit and capital repatriation through NRB, handle ongoing annual compliance, and structure exit routes (share sale, buy-back, or liquidation) in advance.

The Legal Framework Governing Foreign Investment in Nepal

FDI in Nepal is governed by a layered set of statutes:

Foreign Investment and Technology Transfer Act, 2075 (2019) (“FITTA”) Primary law governing approval, ownership, and repatriation.
Foreign Investment and Technology Transfer Regulations, 2078 (2021)
Companies Act, 2063 (2006) Incorporation and corporate governance.
Industrial Enterprises Act, 2076 (2020) Industry classification, registration, and incentives.
Public Private Partnership and Investment Act, 2019 — For large infrastructure and IBN-routed projects.
Nepal Rastra Bank Foreign Exchange Directives Governing capital infusion and repatriation.

(Note: The framework includes the recent FITTA amendments, which simplified fund repatriation and eased rules for Nepalese IT companies opening branches abroad.)

Step-by-Step: How FDI Approval Works in Nepal

Structuring & Strategy: Assess investment goals, sector, and jurisdiction (DOI vs. IBN).
FDI Approval Application: File project proposals, investor profiles, and supporting documentation.
Company Incorporation: Register the entity at the Office of the Company Registrar and draft the MOA/AOA.
Tax & Local Registration: Complete PAN/VAT registration with the Inland Revenue Department, industry registration, and local ward registration.
Capital Infusion & NRB Recording: Inject funds through a local bank for NRB recording and confirmation.

The full process typically takes 6 to 12 weeks depending on the sector and structure.

Sectors We Advise On

Hydropower & Infrastructure: Large-scale, IBN-routed projects under the Public Private Partnership and Investment Act.
IT, Software & Export Services: SaaS company registration, outsourcing setups, and IT export companies.
Banking, Financing & Fintech: FinTech licence approvals and regulatory compliance.
Manufacturing, Tourism & Agro-Industry: Priority sectors under the Industrial Enterprises Act with dedicated incentive schemes.

Foreign Ownership Rules & Investment Thresholds

Parameter	Details
Ownership	100% foreign ownership is permitted in most sectors (manufacturing, IT, tourism, energy) without a mandatory local partner unless the sector falls on the negative list.
Thresholds	The general minimum investment threshold is NPR 20 million (approx. USD 150,000), though IT and export-oriented service companies frequently qualify for relaxed or project-based assessments. Special provisions apply to Non-Resident Nepalis (NRNs).

Led by Lawyers Who Publish, Not Just Practise

Our FDI practice is led by Sameep Khanal, who holds an LL.M. with honors from the University of Geneva and visiting faculty at Kathmandu University School of Law played a key role in structuring landmark project financing in Nepal’s hydropower sector (such as the 900 MW Arun-III project). He has negotiated major concession agreements, serves as Editor-in-Chief of the Transnational Law and Policy Review, and contributes regularly to international platforms like Mondaq, Kluwer Arbitration Blog, and ICLG.

Frequently Asked Questions on FDI in Nepal

What law governs foreign direct investment in Nepal?

The Foreign Investment and Technology Transfer Act, 2075 (2019) (“FITTA”) and its 2021 Regulations, alongside the Companies Act, 2063 and the Industrial Enterprises Act, 2076.

What is the minimum investment threshold?

The general threshold is NPR 20 million, subject to relaxed criteria for qualifying IT and export-oriented services.

Can a foreign investor own 100% of a company?

Yes, in most sectors. Only restricted industries on the negative list require local participation.

Which authorities approve FDI?

The Department of Industry (DOI) handles standard applications, the Investment Board Nepal (IBN) handles large or strategic projects, and Nepal Rastra Bank (NRB) clears capital transactions.

How long does approval take?

Typically 6 to 12 weeks from application to capital recording.

What business vehicles can be used?

Subsidiaries, joint ventures, or branch/liaison offices.

Can profits be repatriated?

Yes, dividends, capital gains, royalties, and loan repayments are guaranteed under FITTA subject to NRB approval and tax clearance.

Related Insights & Publications

From Our Team:

Published Globally:

Speak With an FDI Lawyer in Nepal

Whether you’re structuring a first entry into Nepal or planning a repatriation, our team can walk you through the approval, incorporation, and compliance steps specific to your sector.

Call: +977-9803831179
Office: Thapagaon, New Baneshwor, Kathmandu
Action: Book a Consultation

Foreign Direct Investment in Nepal 2026