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Franchise Law in Nepal: Franchise Business in Nepal

HomePublicationsFranchise Law in Nepal: Franchise Business in Nepal
Franchise Law in Nepal: Franchise Business in Nepal

The franchise model is booming in Nepal from food (KFC, Pizza Hut, Bota), retail (MINISO, Adidas), and education (Kumon, Abroad consultancies), to hospitality and fitness. With rising demand and reduced risk, franchising has become one of the most profitable business approaches for Nepali entrepreneurs.

But opening a franchise in Nepal is not as simple as signing a contract. You must comply with Nepal's foreign investment laws, company registration requirements, intellectual property rules, and local licensing procedures.

This guide explains how to start, register, and legally operate a franchise business in Nepal, step-by-step.

Yes. Franchising is fully legal in Nepal. However, Nepal does not yet have a specific “Franchise Law.”
Instead, franchise businesses are regulated through:

  • Contract Act 2056 — governs franchise agreements

  • Foreign Investment and Technology Transfer Act (FITTA) 2019 — if foreign brand is involved

  • Company Act 2063 — business registration

  • Intellectual Property Laws — trademark & brand protection

  • Tax laws (Income Tax Act + VAT Act)

  • Local Government Licensing Rules

Foreign franchise entry requires prior approval; local Nepali franchise startups only need company registration.

2. Types of Franchise Models in Nepal

Product Franchise

  • Retail brands, electronics, cosmetics, groceries.

Service Franchise

  • Education, hospitality, fitness, consulting.

Food & Beverage Franchise

  • Restaurants, cafés, fast-food chains.

Master Franchise

  • Exclusive rights to operate and sub-franchise in Nepal.

Area Developer Franchise

  • Responsible for opening multiple franchise units.

3. How to Start a Franchise Business in Nepal (Step-by-Step Guide)

Step 1: Choose the Franchise Brand

Consider:

  • Brand reputation

  • Royalty fees

  • Training & support

  • IP protection

  • Market demand

Step 2: Get the Franchise Agreement

This is the legal contract between franchisor and franchisee.
Includes:

  • Territory

  • Fees

  • Royalty structure

  • Brand usage rights

  • Quality standards

  • Termination clauses

Step 3: Register a Company in Nepal

Register a Private Limited Company under OCR.

Documents required:

  • MOA/AOA

  • Shareholders’ IDs

  • Registration forms

  • Office address proof

Step 4: Apply for PAN/VAT

Mandatory for all franchise businesses.

Step 5: Trademark & IP Protection (Highly Recommended)

Register the brand logo/name at the Department of Industry (optional for Nepali franchise, mandatory for foreign one).

Step 6: Get Local Licenses

Depending on the business type:

  • Food license

  • Health license

  • Municipality operating license

  • Fire safety clearance

  • Tourism license (hotels/restaurants)

Step 7: Open the Franchise Location

Follow franchisor’s:

  • Branding

  • Design

  • SOP

  • Training guidelines

Step 8: Annual Compliance & Renewals

  • Company renewal

  • VAT returns

  • Tax filings

  • Local renewal

  • Royalty payment compliance

4. How to Register a Foreign Franchise in Nepal (Foreign Brand Entry)

Foreign franchise registration requires government approval under FITTA 2019.

Requirements

  • Franchise Agreement

  • Technology Transfer Agreement

  • Royalty payment structure

  • FDI approval (if foreign investment is involved)

  • RBI-equivalent approval for outward payments (for franchisor)

Process

  1. Draft Franchise & Technology Transfer Agreement

  2. Get approval from Industry Department

  3. Register company at OCR

  4. Register as a taxpayer (PAN/VAT)

  5. Operate as per franchisor guidelines

5. Franchise Registration Cost in Nepal

Costs vary depending on:

  • Type of franchise

  • Foreign or Nepali brand

  • Royalty fees

  • Initial franchise fee

  • Setup cost

Typical Cost Breakdown

  • Local franchise setup cost: NPR 5–20 lakhs

  • International franchise fee: USD 5,000–50,000

  • Royalty fee: 4%–10% of revenue

  • Company registration: NPR 15,000–25,000

  • Local operating license: NPR 5,000–15,000

  • Fit-out & equipment: NPR 5–50 lakhs

6. Documents Required to Register a Franchise in Nepal

  1. Franchise Agreement
  2. Company Registration Documents
  3. PAN/VAT
  4. Brand Authorization Letter
  5. Trademark/Brand Ownership Proof
  6. Technology Transfer Approval (foreign brands)
  7. FDI Approval (if foreign investment involved)
  8. Business location documents (rent/ownership)

7. Advantages of Franchise Business in Nepal

  • Low-risk compared to starting new brand

  • Brand recognition & trust

  • Training & operational support

  • Standardized business model

  • High chance of profitability

  • Faster ROI than new startups.

Frequently Asked Questions

1.How to start a franchise business in Nepal?
Choose a franchise → Sign agreement → Register a company → Get PAN/VAT → Secure location → Obtain local licenses → Follow franchisor SOPs.
2.What is the cost of franchise registration?
Company registration is around NPR 15,000–25,000, but total franchise setup can range from NPR 5 lakhs to 50 lakhs+, depending on brand.
3.How do you register your franchise?
  1. Prepare Franchise Agreement
  2. Register a company
  3. Register trademark
  4. Get local and commercial licenses
  5. Register for VAT
  6. Begin operations.
4.How to register a firm in Nepal?
Register at the Office of Company Registrar (OCR) with MOA, AOA, shareholders’ IDs, and office address. Obtain PAN/VAT and municipal operating license.
5.Do foreign franchises need government approval?
Yes, Foreign brands require approval under FITTA 2019 for royalty payments and technology transfer.

Disclaimer: This article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.