How to register a US company from Nepal

You can register a US company from Nepal fully online. No visa, no trip, no relative in Texas. Most founders use a formation service like Stripe Atlas or Clerky, and the whole thing takes a few weeks. The slow step is the EIN, the US tax ID, which can take weeks on its own.

The order of steps matters. Doing them in the wrong order costs real money and months of cleanup. Here is the full path, step by step.

Before you start

Two questions to settle first.

Do you need a US company at all? Maybe not. If you have a few clients and they are fine paying a foreign contractor, you can invoice from Nepal and get paid through Payoneer or a similar service. Plenty of agencies and freelancers run for years this way. It is simpler, cheaper, and it keeps you fully inside Nepali rules.

You start needing a US entity when the friction shows up. Some US customers refuse to sign with a foreign company. Their lawyers want US paper and their finance team wants a US vendor in their system. If you plan to raise money from US investors, they will almost always require a US company, usually a Delaware C-Corp. And some platforms and app stores make life much easier if you have a US entity and a US bank account. The honest test is simple. If your current setup is not blocking any deal, wait. If it is blocking deals or a fundraise, keep reading.

Understand the Nepal side. This is the hard part, and most guides skip it. Nepal restricts its residents from investing abroad. The law behind this is the Act Restricting Investment Abroad, passed in 1964, and it is still on the books. Owning shares in a foreign company can fall under that restriction.

At the same time, many Nepali founders own US entities in practice. The enforcement reality has not matched the letter of the law, and the rules have been under review for years. There is real pressure to modernize them, and they may change. But today this is a genuine legal gray zone, not a solved problem.

We are not lawyers, and nothing in this guide is legal advice. This is the one step where paying a good Nepali lawyer is worth every rupee. Ask them where the law stands right now, what your specific ownership setup means, and what paper trail you should keep. Do not copy what another founder did two years ago, because the situation moves.

Step 1. Choose C-Corp or LLC

If you plan to raise from US investors, form a C-Corp. It is the standard structure for SAFEs and venture rounds, and investors will not sign anything else. Delaware is the default state because investors and their lawyers know Delaware law cold. Picking a different state to save a small fee creates questions you do not want to answer during a fundraise.

If you are not raising and just need a US entity to invoice and bank, an LLC can be simpler. It has less paperwork and a lighter tax setup. You can convert an LLC to a C-Corp later, but the conversion costs time and money. If a raise is likely within a year or two, start with the C-Corp.

Step 2. Pick a formation service

Stripe Atlas, Clerky, Firstbase, and similar services all work for founders in Nepal. A service is cheaper and fine for a standard setup. A lawyer makes sense if anything about your ownership is unusual.

Every formation service includes a registered agent. That is a US address that receives legal mail for your company, and it is required. Because it comes bundled, this part handles itself.

Step 3. File the incorporation

The service files with Delaware and you get your formation documents, usually within days. This is the fast part. The company exists once the state accepts the filing.

Step 4. Get your EIN

The EIN is your company’s US tax ID, and it is the slow step. Founders without a US social security number apply with Form SS-4 by fax or phone. Expect weeks, not days. Start this the moment your company is formed, because the bank account in the next step waits on it.

While you wait, keep selling. You can sign contracts and close deals while the fax sits in the IRS queue.

Step 5. Open the bank account

Mercury and similar fintech banks open accounts remotely. You will need your passport, your formation documents, and the EIN. This is why the EIN wait hurts. Once the account is open, keep it clean. Company money in, company money out, nothing personal.

Step 6. Finish the paperwork

Do the post-incorporation basics. Bylaws, stock purchase agreements, and board consents. If you take founder stock that vests, the 83(b) election has a hard 30-day deadline from the stock purchase. Miss it and there is no fix. Good formation services walk you through all of this. Do not skip it.

What it costs in year one

Prices change, so check current numbers before you budget. Rough shape as of now. The formation service costs a few hundred dollars. Delaware franchise tax is a few hundred dollars a year at the minimum for a standard startup cap table, and more if your share structure is set up badly, which is a common trap. The registered agent charges a yearly fee, often bundled in year one. An accountant for the annual US tax filing costs a few hundred to over a thousand dollars depending on how messy your books are.

All in, a simple setup runs in the low four figures per year. If someone quotes you far more for a plain C-Corp with two founders and no revenue, ask why.

Mistakes we see

• Missing the 83(b) 30-day deadline. There is no fix and it can cost you a large tax bill later.
• Copying a share structure from a template without understanding it. A wrong authorized share count can multiply your Delaware franchise tax.
• Mixing personal and company money. Keep the company account clean from day one.
• Ignoring the Nepal side entirely and hoping it works out.
• Waiting for the EIN before starting sales. You can sign contracts and close deals while the paperwork is in the queue.

We wrote this from real founder experience, and we will keep it updated as rules and prices move. If you spot something wrong or have a question we should answer, email us at hello@nepalaccelerator.com.