# Company Registration in India from Nepal (2026)

> Source: https://krystal7.com/insights/register-a-company-in-india-from-nepal
> Publisher: Krystal7 Consultants (Krystal7 Innovations Private Limited), Gurugram, India
> Author: CA Nandini
> Published: 11 Aug 2026; updated 24 Sep 2026
> Summary: India company registration from Nepal: the 2026 investment approval rules, overseas documents, directors, banking and FC-GPR reporting.

## AI Overview Summary

- A Nepali company or citizen investing directly in an Indian company needs government route approval under Press Note 3 (2020 Series), because Nepal shares a land border with India.
- From 2026, an investor from another country with non controlling land border beneficial ownership of 10 percent or less can use the automatic route. A direct Nepal investor still cannot.
- Where Press Note 3 approval is needed, plan for about six months and file on the Foreign Investment Facilitation Portal. Settle the route before subscription or funding, because incorporation cannot cure a missing approval.
- Do not assume a Nepal issued document can be apostilled for an Indian filing. Check the Indian mission's instructions for corporate records, signed approvals and identity documents separately.
- Form FC-GPR is due within 30 days of issuing shares to the Nepal investor. Give the Indian bank the same ownership and approval record used for the investment assessment.

Company registration in India from Nepal requires an investment route review before committing to a filing or funding date. Separate that assessment from company incorporation, document certification and bank onboarding. Use this guide to prepare the ownership evidence and identify the decisions that control the sequence.

Our [foreign subsidiary registration service](/services/foreign-subsidiary.html) explains the Indian setup scope. The first useful input for this corridor is a complete ownership chart and a description of the proposed Indian activity.

## The Investment Approval Question

An entity or citizen of Nepal falls within India’s land border investment restriction. Direct investment therefore needs the government route, subject to the permitted activity and other applicable conditions. The 2026 change for some indirect, noncontrolling ownership does not make a direct Nepal investor automatically eligible.

The rule comes from Press Note 3 (2020 Series) of 17 Apr 2020, as amended by [DPIIT Press Note 2 (2026 Series)](https://www.dpiit.gov.in/static/uploads/2026/03/b9da5830b052c2f2d788593e97d07c63.pdf) of 15 Mar 2026. The Foreign Exchange Management (Non-debt Instruments) (Amendment) Rules, 2026, notified as S.O. 2174(E) on 1 May 2026, made the change law. File any approval application online on the Foreign Investment Facilitation Portal.

## What Changed in 2026

The government’s [21 August 2026 explanation](https://www.pib.gov.in/PressReleasePage.aspx?PRID=2301992&lang=1&reg=48) confirms implementation through the FEMA amendment notified on 1 May 2026. An investor from another country can now use the automatic route when its land border ownership is noncontrolling and 10 percent or less. The test uses the beneficial owner thresholds in Rule 9(3) of the PML Rules, 2005, plus control. The investor must report the investment to the government before it invests. Sector rules and conditions still apply.

Percentage ownership alone is not the whole test. Review voting, appointment and other rights that create control. The current policy also addresses ultimate effective control over the Indian investee. Keep an assessment of those rights with the ownership chart.

An intermediary company does not establish eligibility merely because it is incorporated elsewhere. Describe the actual owners and rights in the application and bank records. Later ownership changes can require a fresh approval assessment.

## Information to Prepare Before Filing

- The investor’s registration records and governing documents.
- A chart showing intermediate entities, ultimate owners and relevant citizenship details.
- Shareholding, voting and control rights, including rights outside the ordinary share register.
- The Indian business activity, proposed funding and intended ownership.
- Parent approvals and evidence of the person authorised to sign.

Ask the adviser to record whether approval or the revised reporting route applies and why. Where approval is needed, agree the application scope and permitted sequence before the investment proceeds. An incorporation certificate is not a substitute for investment approval.

## Documents Prepared in Nepal

Do not assume a Nepal issued document can use an apostille for an Indian filing. Check the current Convention status and the Indian mission’s instructions for the document concerned. Agree the certification of corporate records, privately signed approvals and identity documents separately. The travel arrangements between the two countries do not replace company or investment documentation. See the [Convention status table](https://www.hcch.net/en/instruments/conventions/statustable/print/?cid=41).

Agree translation requirements before certification. Match names, registration details and signatory authority across the parent records and Indian documents. The bank may require additional evidence beyond the incorporation filing set.

## The Indian Company Structure

A Private Limited company can be used where the proposed investment and activity are permitted. A private company requires at least two members and two directors. Full group ownership still requires compliant member records and applicable beneficial ownership declarations.

At least one director must meet the requirement of 182 days in India during the financial year. For a newly incorporated company, the requirement applies proportionately at the end of that first year. A resident director has statutory duties, even where the parent retains ownership and appoints the rest of the board. See [section 149 of the Companies Act](https://www.mca.gov.in/content/dam/mca/pdf/CompaniesAct2013.pdf).

The [wholly owned subsidiary guide](/insights/wholly-owned-subsidiary-in-india) explains ownership and control. The [registration process guide](/services/foreign-subsidiary.html) covers digital signatures, SPICe+ and the shared incorporation steps.

## Banking and Investment Reporting

Give the Indian bank the same ownership and approval record used for the investment assessment. Agree KYC, the remitting account and payment purpose before sending capital. Documentary evidence of receipt does not by itself establish whether the money is equity or a loan.

For a reportable issue of equity instruments under FDI, FC-GPR is due within 30 days of issue under the [RBI reporting direction](https://www.rbi.org.in/scripts/FS_Notification.aspx?Id=11723&Mode=0&fn=5). Track receipt and issue dates separately. The [FEMA compliance service](/services/fema-compliances.html) can be scoped for the reporting work.

## Costs and Timing

Request separate scopes for the investment assessment, any approval application, overseas documentation, incorporation and bank support. Include the first investment reports and recurring compliance in the budget. Ask which costs depend on queries, translation or additional documents.

Approval and bank checks can control the schedule. Where government approval under Press Note 3 (2020) is needed, it adds about six months. The Cabinet decision of 10 Mar 2026 sets a 60 day decision target for specified manufacturing sectors, such as capital goods and electronic components. It applies when resident Indian citizens keep majority ownership and control. Do not equate a formation estimate with a guaranteed date for funding or trading. Much of the coordination can be remote, but confirm document execution, signature verification and bank attendance requirements before ruling out travel.

## Tax and Ongoing Compliance

Confirm the Indian tax regime and registrations for the actual activity. Before paying a dividend, royalty, interest or service charge overseas, obtain a current withholding analysis. Treaty eligibility, where available, depends on the recipient and the payment; it is not an automatic result of the parent’s address.

Maintain the annual company, audit and tax calendar. Check which FEMA returns apply and verify the current deadlines. Related party transactions may also need [transfer pricing support](/services/transfer-pricing-advisory.html). Keep the ownership and approval record current when the group raises funds or changes control.

## Key terms

- **Press Note 3 (2020 Series)**: A policy notification of the Department for Promotion of Industry and Internal Trade that requires government approval for foreign investment where the investor, or its beneficial owner, is an entity of or a citizen of a country sharing a land border with India. Press Note 2 (2026 Series) relaxes it for non controlling ownership of up to 10 percent. (https://krystal7.com/glossary#press-note-3-2020-series)
- **Government route**: The entry route on which foreign investment needs prior approval from the administrative ministry or department, sought through the National Single Window System, before shares are issued. It applies to sectors such as news media, multi brand retail and public sector banks, to stakes above automatic route caps, and to most investment from countries sharing a land border with India. (https://krystal7.com/glossary#government-route)
- **Foreign Investment Facilitation Portal (FIFP)**: The FIFP is the online single window, run by DPIIT, for foreign investment proposals that need government approval. The investor files the application and supporting documents there, and DPIIT routes it to the ministry concerned. Proposals involving land border countries also go to the Ministry of Home Affairs for security clearance before a decision. (https://krystal7.com/glossary#foreign-investment-facilitation-portal)
- **Beneficial owner (PML Rules)**: Rule 9(3) of the Prevention of Money Laundering (Maintenance of Records) Rules, 2005 treats as a company's beneficial owner the individual who owns or is entitled to more than 10 percent of its shares, capital or profits, or who exercises control through other means. Banks apply it for KYC, and India's land border FDI test now uses the same definition. (https://krystal7.com/glossary#beneficial-owner-pml-rules)
- **Consular legalisation**: The certification chain used when the apostille route is not available between the issuing country and India: notarisation or local certification, authentication by that country's authorities, then attestation by an Indian embassy or consulate. Under the Companies (Incorporation) Rules, 2014, a foreign subscriber in a country outside both the Commonwealth and the Hague Convention follows this route. (https://krystal7.com/glossary#consular-legalisation)
- **Form FC-GPR**: The report an Indian company files with the Reserve Bank of India on the FIRMS portal after issuing equity instruments to a person resident outside India. Regulation 4(1) of FEMA 395/2019-RB requires it within 30 days of the issue. The shares must be issued within 60 days of receiving the money, or the money is refunded within 15 days after. (https://krystal7.com/glossary#form-fc-gpr)

## Frequently Asked Questions

### Does the 2026 change remove approval for direct investment from Nepal?

No. The government route restriction continues for a direct entity or citizen of Nepal. The revised treatment of some indirect ownership is a separate test.

### Can the company be fully owned by the overseas group?

That depends on the permitted activity, investment route and approval conditions. Full group ownership does not remove the private company’s minimum member requirements or beneficial ownership disclosures.

### Can incorporation happen before the investment review?

Settle the route and permitted sequence with the filing professional before subscription or funding. A company filing cannot cure an investment that needed approval but did not obtain it.

### Is an apostille enough for every document?

No. The answer depends on the issuing jurisdiction, bilateral applicability, document type and the receiving office. Follow the document guidance above and confirm the actual filing set before certification.

### What should I send to request a quote?

Send the proposed Indian activity, investor registration details, ownership chart and control rights. Add the planned funding and available parent documents. This lets the adviser separate approval work from incorporation and ongoing compliance.

## Review Date

Reviewed on 17 September 2026. Recheck the investment and document requirements before signing or remitting funds.

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Krystal7 Consultants, business@krystal7.com, +91 94657 30130. HTML version: https://krystal7.com/insights/register-a-company-in-india-from-nepal