Liaison Office Registration in Nepal

A liaison office, also called a contact office, allows a foreign company to maintain an official presence in Nepal without carrying out income-generating business activities. Foreign companies that want to communicate with Nepal-based parties, coordinate with agents, follow business opportunities, or maintain a local contact point may register a liaison office according to Nepalese law.

In Nepal, liaison office registration is mainly governed by the Companies Act, 2063, particularly Sections 154 and 155. The Office of the Company Registrar (OCR) handles the registration of foreign companies, including liaison or contact offices. Depending on the nature of the foreign company’s activities, approval from the relevant government authority may also be required.

A liaison office has a different legal function from a branch office. A branch office may conduct permitted business or transactions in Nepal, while a liaison office cannot conduct activities that generate income in Nepal. Therefore, foreign companies should select the correct registration structure before beginning their activities.

What Is Liaison Office Registration In Nepal?

Liaison office registration is the legal process through which a foreign company registers a contact office in Nepal. The office acts as a communication and coordination point between the foreign company and persons, businesses, agents, government bodies, or other parties in Nepal.

Under Section 154 of the Companies Act, 2063, a foreign company cannot establish a contact office in Nepal without registering it as required by law. Once registered, the liaison office must operate within the activities permitted for a contact office.

A liaison office does not become a separate Nepali company. The foreign company remains the parent entity, while the registered office represents that company in Nepal for permitted non-income-generating activities.

Why Do Foreign Companies Register Liaison Offices?

Foreign companies may establish liaison offices when they need a local point of communication without carrying out commercial transactions directly through that office. The office can help the parent company maintain communication with Nepal-based organizations and monitor matters connected with its business.

A liaison office can also support communication with agents and provide information regarding business opportunities or tender procedures, subject to applicable legal restrictions. The Companies Act provides specific limitations on the activities of contact offices.

For a company that intends to actually conduct commercial transactions and earn income in Nepal, a branch office or another legally permitted business structure may be required instead.

Who Can Register A Liaison Office In Nepal?

A foreign company legally incorporated outside Nepal can apply to register a liaison or contact office in Nepal, subject to the requirements of Nepalese law.

The foreign company must provide evidence of its incorporation and constitutional documents and submit the documents required by the Office of the Company Registrar. Where another government authority’s approval is required for the proposed activity, that approval must also be submitted.

The foreign company must also appoint an authorized person residing in Nepal for receiving legal notices and other communications on behalf of the company. This requirement is connected with the power of attorney required under Section 157 of the Companies Act.

What Are Requirements For Liaison Office Registration?

The requirements depend on the foreign company’s proposed activities and the documents issued in its home country. The company must provide the information required under the Companies Act and the OCR’s registration procedures.

Common requirements include:

• Application in the prescribed form.
• Certificate of incorporation or registration of the foreign company.
• Constitutional documents of the foreign company.
• Memorandum and articles or equivalent constitutional documents.
• Nepali translation of relevant foreign-language documents.
• Approval from the relevant authority, where required.
• Details of the foreign company’s registered office.
• Details of the principal place of business.
• Details of directors and principal officers.
• Details of the proposed Nepal office.
• Details of the authorized representative in Nepal.
• Power of attorney for the Nepal-based representative.
• Details regarding the proposed activities of the liaison office.

Foreign documents generally need to be authenticated according to the applicable legal requirements before they are submitted in Nepal. Section 155 also requires specified foreign documents and their Nepali translations to be filed with the OCR.

Where Can You Register A Liaison Office?

A liaison office is registered with the Office of the Company Registrar (OCR) under the foreign-company provisions of the Companies Act, 2063.

The OCR is responsible for registering foreign companies and their branch or contact offices under Sections 154 and 155. Its current registration information specifically includes procedures concerning foreign companies, branch offices and contact offices.

Depending on the proposed activities, the foreign company may also need to deal with another competent government authority. For example, foreign investment and industrial activities can involve the Department of Industry and other regulatory bodies.

The exact authority therefore depends on what the foreign company intends to do in Nepal.

How To Start Liaison Office Registration Process?

The registration process normally begins by identifying the activities the foreign company wants to conduct in Nepal. This step helps determine whether the company needs a liaison office, branch office, or another form of registration.

After identifying the appropriate structure, the foreign company should prepare its corporate documents and obtain any required permission from the relevant authority.

The general process includes:

1. Determine the proposed activities in Nepal.
2. Confirm whether a liaison office is appropriate.
3. Obtain required government approval, if applicable.
4. Prepare foreign-company corporate documents.
5. Authenticate and translate required documents.
6. Prepare the prescribed application and information.
7. Appoint an authorized representative in Nepal.
8. Prepare the required power of attorney.
9. Submit the application and documents to OCR.
10. Pay the applicable registration fee.
11. Respond to any document or information request.
12. Obtain the registration certificate.

The OCR examines the application and documents before registering the foreign company. Under Section 154, the statutory period for registration of a foreign company seeking to establish a contact office is 30 days from receipt of the application, where the legal requirements are satisfied. If registration cannot be completed, the OCR must provide the reason within the same period.

What Documents Are Required For Liaison Office?

The documents required for liaison office registration are mainly connected with the identity, incorporation, management and proposed Nepal activities of the foreign company.

Under Section 155, the foreign company must submit specified documents to the OCR. These include its incorporation documents, constitutional documents, relevant permission and other information concerning its Nepal operation.

The document checklist generally includes:

• Application in the prescribed format.
• Certificate of incorporation.
• Memorandum and articles of association or equivalent documents.
• Certificate or other evidence showing the company’s legal status.
• Nepali translation of relevant documents.
• Details of the registered office.
• Details of the principal place of business.
• Date of incorporation.
• Details of directors and principal officers.
• Details of the proposed liaison office.
• Proposed Nepal office address.
• Proposed activities.
• Details of the person authorized to receive notices in Nepal.
• Power of attorney.
• Required approval from a competent authority, where applicable.

The OCR’s current foreign-company registration information should be checked before filing because document requirements can depend on the company’s structure and proposed activities.

How Long Does Liaison Office Registration Take?

The Companies Act, 2063 provides a statutory period for foreign-company registration. Under Section 154, the OCR is required to register the foreign company within 30 days after receiving the application if the required conditions are satisfied. If it cannot register the company, it must communicate the reason within that period.

The practical time required may vary depending on document preparation, authentication, translation, government approvals and whether the submitted application contains complete information.

Therefore, the 30-day period should be understood as the statutory registration period rather than a guarantee that every applicant will complete the entire preparation and approval process within 30 days.

How Much Does Liaison Office Registration Cost?

The OCR currently displays a lump-sum registration fee of NPR 50,000 for registration of a foreign company’s contact office. This amount is listed separately from the fee applicable to foreign-company branch office registration.

The total cost of establishing a liaison office can be higher than the OCR registration fee because the foreign company may also incur expenses for document authentication, translation, legal services, professional assistance, office arrangements and applicable tax or regulatory compliance.

Because government fee notices can change, applicants should verify the latest OCR fee notice before making payment.

What Government Fees Apply During Registration?

The principal OCR registration fee for a foreign company’s contact office is currently displayed as:

Registration Type	OCR Fee Currently Displayed
Foreign company liaison/contact office	NPR 50,000
Foreign company branch office	Based on proposed investment
Foreign company with undisclosed proposed investment	NPR 100,000 for branch registration

The OCR’s published fee schedule distinguishes between branch offices and contact offices. A contact office has a fixed displayed fee of NPR 50,000, while branch-office fees are linked to proposed investment.

Before filing, the applicant should confirm the current fee and any applicable government fee exemption or updated notice.

What Activities Can A Liaison Office Perform?

A liaison office may perform certain communication and coordination activities on behalf of its foreign parent company. Its role is generally limited because it cannot conduct income-generating activities in Nepal.

The Companies Act permits a registered contact office to carry out certain activities, including:

• Maintaining regular communication and correspondence on behalf of the foreign company.
• Communicating and coordinating with agents of the foreign company in Nepal.
• Obtaining information relating to tender procedures for work connected with the company’s business.
• Participating in tender-related procedures on behalf of the company, where legally permitted.

However, the law places restrictions on the activities of a contact office. The office cannot conduct income-generating activities in Nepal. The statutory provisions also restrict activities such as market promotion, market expansion and advertising of the foreign company’s products or services under the relevant provisions.

For this reason, the actual activities of the office should be reviewed carefully before registration and during operation.

What Activities Cannot A Liaison Office Perform?

The main restriction is that a liaison office cannot conduct income-generating activities in Nepal. Section 154 expressly provides that a foreign company registered as a contact office cannot perform activities that generate income in Nepal.

A liaison office should therefore not be treated as an ordinary commercial branch. It cannot simply register as a contact office and then conduct sales, generate commercial revenue or undertake other activities that legally require a different registration.

The permitted scope should be determined from the Companies Act, the registration documents and other applicable sector-specific laws.

A foreign company planning to conduct regular commercial transactions in Nepal should examine whether branch registration, company incorporation or another legally recognized structure is more appropriate.

What Laws Govern Liaison Office Registration?

The main legislation governing liaison office registration is the Companies Act, 2063. Chapter 16 of the Act contains provisions concerning foreign companies. Sections 154 and 155 specifically address registration and documents relating to foreign companies and contact offices.

Other laws may also apply depending on the nature of the foreign company’s activities. Tax laws, labor laws, immigration rules, sector-specific legislation and foreign investment laws may become relevant depending on the circumstances.

A company should therefore examine its proposed activities before deciding the registration and compliance structure.

Which Authorities Handle Liaison Office Registration?

The Office of the Company Registrar is the main authority for registration of a foreign company’s liaison or contact office under the Companies Act.

Other authorities may become relevant depending on the foreign company’s proposed activities. The Department of Industry, for example, operates services related to foreign investment and industrial activities. Its One Stop Service Center provides various investment-related government services.

The authority involved therefore depends on whether the foreign company is simply maintaining a permitted contact presence or intends to undertake activities requiring additional approval.

What Are Liaison Office Compliance Requirements?

Registration is not the end of the foreign company’s legal obligations. A registered liaison office must continue to comply with the Companies Act and other applicable laws.

Section 156 provides financial reporting requirements for foreign companies. A foreign company registered under Section 154 must prepare annual financial statements showing the actual position of its Nepal transactions and have them audited. The annual financial information generally has to be submitted within six months after the end of the financial year.

For a registered contact office, the Companies Act also requires details concerning employees, advisers or contact persons, payments made to them, tax deductions and office operating expenses to be certified by an auditor and submitted within three months after the end of the financial year.

The company should also maintain proper records and comply with tax and other applicable legal requirements.

What Is Difference Between Liaison And Branch Office?

A liaison office and a branch office both represent foreign companies in Nepal, but their permitted activities are different.

Basis	Liaison/Contact Office	Branch Office
Main purpose	Communication and coordination	Conduct permitted business
Income generation	Not permitted	May conduct permitted commercial activities
Commercial transactions	Restricted	Permitted within approved scope
Parent company	Remains foreign company	Remains foreign company
Separate Nepali company	No	No
Registration	OCR	OCR
Main legal basis	Companies Act, 2063	Companies Act, 2063
Government approval	May be required	Relevant approval generally required

The Companies Act expressly states that a contact office cannot conduct income-generating activities, while a registered foreign company may establish a branch office to conduct business or transactions permitted by law.

Therefore, the choice between the two structures should depend on the actual activities planned in Nepal.

What Is The Checklist For Liaison Office Registration?

Before submitting a liaison office registration application, a foreign company should review its documents and proposed activities carefully.

Liaison Office Registration Checklist

• Confirm the foreign company’s legal status.
• Identify the proposed activities in Nepal.
• Confirm that the activities are suitable for a liaison office.
• Check whether government approval is required.
• Prepare the incorporation certificate.
• Prepare constitutional documents.
• Arrange Nepali translations where required.
• Authenticate foreign documents as required.
• Prepare details of directors and officers.
• Confirm the Nepal office address.
• Appoint a Nepal-based authorized representative.
• Prepare the required power of attorney.
• Prepare the prescribed OCR application.
• Pay the applicable registration fee.
• Submit the application and supporting documents.
• Obtain the registration certificate.
• Complete applicable tax and other registrations.
• Maintain annual compliance records.

Proper document preparation can reduce delays caused by incomplete applications or inconsistent information.

Can A Foreign Company Convert Liaison To Branch?

A foreign company should not treat a liaison office as automatically equivalent to a branch office. The two structures have different legal purposes and permitted activities.

If the foreign company later wants to conduct income-generating business in Nepal, it may need to obtain the required approvals and register an appropriate business structure, including a branch office where legally suitable.

The Companies Act allows a registered foreign company to establish a branch office for conducting business or transactions and separately recognizes contact offices.

The company should therefore review its new activities and complete the applicable registration or approval process before beginning commercial operations.

How Can Lawyers Help With Liaison Registration?

Legal professionals can assist foreign companies by reviewing the proposed activities, identifying the appropriate registration structure and preparing the documents required for filing.

A lawyer can also help with:

• Reviewing foreign corporate documents.
• Checking document authentication requirements.
• Preparing or reviewing Nepali translations.
• Preparing registration applications.
• Coordinating with the OCR.
• Reviewing powers of attorney.
• Identifying additional government approvals.
• Advising on permitted and restricted activities.
• Assisting with tax and regulatory compliance.
• Supporting annual filing requirements.
• Advising on changes to the registered office or representative.

Professional assistance can be useful where the foreign company’s documents originate from another legal system or where the proposed Nepal activities involve multiple regulatory requirements.

Conclusion

Liaison office registration in Nepal provides foreign companies with a legal contact presence without allowing the office to conduct income-generating business activities. The registration is governed mainly by the Companies Act, 2063, and the Office of the Company Registrar handles the registration process.

The foreign company must submit the required corporate documents, translations, approvals where applicable, information about its Nepal office and authorized representative, and the required power of attorney. The Companies Act provides a 30-day registration period for foreign-company applications where the legal requirements are satisfied.

The OCR currently displays a NPR 50,000 registration fee for a foreign company’s contact office.

Because a liaison office cannot generate income in Nepal, foreign companies planning commercial transactions should first determine whether a branch office or another legally permitted structure is required.

Frequently Asked Questions

What Is A Liaison Office In Nepal?

A liaison office is a registered contact office of a foreign company in Nepal. It provides a local communication and coordination point but cannot conduct income-generating activities in Nepal.

Can Foreign Companies Open Liaison Offices?

Yes. A foreign company can register a contact office in Nepal subject to the requirements of the Companies Act, 2063 and any applicable government approvals.

Where Is Liaison Office Registered?

A liaison or contact office is registered with the Office of the Company Registrar under the foreign-company provisions of the Companies Act, 2063.

How Much Does Registration Cost?

The OCR currently displays a fixed registration fee of NPR 50,000 for registration of a foreign company’s contact office.

How Long Does Registration Take?

The Companies Act provides that the OCR should register the foreign company within 30 days after receiving the application when the required conditions are satisfied.

Can Liaison Offices Earn Income?

No. A contact office registered under the Companies Act cannot conduct activities that generate income in Nepal.

Can Liaison Offices Conduct Commercial Sales?

A liaison office cannot conduct income-generating commercial activities. A foreign company intending to conduct commercial business should consider an appropriate branch or other legally permitted structure.

What Documents Are Needed For Registration?

Documents generally include the foreign company’s incorporation and constitutional documents, required translations, relevant approvals, company information, Nepal office details and power of attorney.

Who Handles Liaison Office Registration?

The Office of the Company Registrar handles registration of foreign companies, including contact or liaison offices, under the Companies Act, 2063.

What Is Branch And Liaison Difference?

A branch office may conduct permitted business or transactions, while a liaison office is limited to permitted contact and coordination activities and cannot generate income in Nepal.