Answers on Nepali law, plain and simple

Corporate law is the set of rules governing how companies in Nepal are created, owned, managed and closed down. It spans registration, governance, shareholding, compliance, contracts and the rights and duties of directors and shareholders. You most need a corporate lawyer at the points where a mistake is expensive or hard to reverse: when you incorporate, raise investment, structure or buy a business, sign a major contract, or face a dispute. Many healthy businesses keep a lawyer on retainer so advice is available before a problem grows. Our corporate team can review your structure, filings and agreements and tell you plainly where you carry exposure, so you can act early rather than react after damage.

A private company in Nepal restricts who may hold its shares and does not offer shares to the public; a public company can invite the public to subscribe and operates under a broader disclosure and governance framework. Private companies are common for closely held, family or joint-venture businesses because the owners keep control over who becomes a shareholder. A public company is used when the business intends to list or raise broad capital, and it carries heavier obligations. Choosing the right type early matters because the two differ in registration, governance and reporting, and converting later involves its own approvals. Our team helps match the entity type to your ownership and capital plans.

Company registration in Nepal is led by the Office of the Company Registrar (OCR) under the Companies Act. In general you choose a company type and a unique name, prepare the memorandum and articles, and submit them with the identification of the proposed directors and shareholders. Once the OCR approves, you receive the certificate of incorporation. You then complete the picture with PAN registration, and depending on your activity, VAT and any sector licence. The required details can change, so a filing lawyer confirms the current position and prepares the documents so the application is accepted the first time, which avoids the delays and repeated resubmissions common in self-filing.

There is no single fixed price for company registration in Nepal; the total depends on the company type, its share capital, government and stamp fees, notarisation and legal work preparing the documents. The government charges are generally modest; the larger part is usually the professional fee for preparing the memorandum and articles correctly and guiding the filing through OCR. What registration costs rarely approaches the cost of getting it wrong, since a rejected filing or a poorly structured company costs far more to fix. At Pluto we confirm the then-current fee schedule at the time of your enquiry, give a transparent, fixed quote before starting, and base the fee on a clear scope so there are no surprise invoices.

Yes, in broad terms foreigners can own companies in Nepal, but the route is governed by the Foreign Investment and Technology Transfer Act (FITTA) and the sector policy of Nepal. For most businesses, a foreign investor sets up a subsidiary company or a joint venture with local partners, and the investment must satisfy the minimum thresholds and fall within eligible sectors. Some sectors are reserved for Nepali investors. The practical steps combine company registration with foreign investment approval. We help foreign investors determine eligibility, decide between a wholly foreign-owned entity and a joint venture, and handle both the approval and the registration so the investment is compliant from the outset.

Corporate governance is the system of rules and processes through which a company in Nepal is directed and controlled. It covers how shareholders appoint directors, how board decisions are made and recorded, how records are kept, and how the company stays compliant. It matters because it protects the owners from each other, keeps regulatory filings in order, reduces director exposure, and makes the company credible to investors and lenders. Weak governance rarely looks expensive on the day it is ignored; it shows up later, when a minority shareholder, a new investor or a borrower asks to see a clean record. We help boards run properly and help companies make themselves investable.

Shareholder rights in Nepal come largely from the Companies Act and from a company agreements of shareholders and articles. They generally include the right to receive information and accounts, to attend and vote at general meetings, to receive dividends when declared, to approve certain major decisions, and to participate in the transfer of shares. The precise rights depend on the class of shares you hold and on any private agreement among the shareholders. Minority shareholders in particular benefit from a well-drafted shareholder agreement that sets out reserved decisions and exit terms. We regularly document these arrangements so that rights are written, not assumed.

A director of a Nepali company is expected to act honestly, in good faith and in the best interests of the company, rather than personal interest; to avoid conflicts; and to keep proper records. Directors are responsible for convening and recording meetings, for the accuracy of filings made in the company, and for lawful management of affairs. If they act without authority or cause loss, they can in some circumstances be personally accountable. The precise scope of a director duties is defined by the Companies Act and the company own articles. Directors who understand their duties before they act to much lower risk. We guide boards on their obligations and on what to document.

A Nepali company must keep its statutory records in order and make periodic filings. In broad terms this includes maintaining the register of shareholders and directors, holding shareholder and board meetings and recording them properly, filing the annual return and other statutory returns, and keeping tax filings and records up to date. The exact obligations depend on the company type and size, sometimes of the Compliances may be exempt, but what matters most is that the filings are timely, because missed deadlines can carry penalties and later block renewals and transactions. We help businesses keep a compliance calendar and prepare and file the required documents on time.

Missed compliance rarely has no effect; it usually shows up as fines or penalties and a company record that is no longer clean with the registrar. A non-compliant registration can then delay everyday tasks the business needs, such as renewing a licence, adding or removing a director, transferring shares, obtaining a clean company status certificate, or raising finance. The ordinary course is to bring the record current, often by paying an arrears charge rather than anything more, and the company is generally better off regularising than leaving a gap. Where a record has fallen behind we identify what is missing, calculate the position and clear it so the company returns to good standing.

A registered office is the official, current address of a company, and having one is a basic requirement of a company in Nepal. It is the place where the registrar and others are taken to reach the company, and where official documents are understood to be served on it. Changing it requires the company to update the registrar, which a company commonly overlooks when it relocates. A wrong or stale registered address makes the company easy to lose from the official record. Because it is so fundamental, we help keep the registered office record correct and complete the paperwork whenever the company moves.

A contract becomes legally binding in Nepal when there is a clear offer and an acceptance that matches it, the parties have the legal capacity to contract, something of value is exchanged, and the purpose is lawful. Clarity of terms matters most of all: if the parties did not truly agree on the essentials of the deal, there is little for a court to enforce. A written agreement is not always mandatory, but it is far easier to prove and to enforce than a verbal one. We draft and review agreements so the terms are complete and workable, which is what gives a contract real force in practice.

Write it down whenever money, property, a long relationship, risk or another person is involved. The difficulty with a verbal agreement is not that it is unenforceable, but that a detail is remembered differently between the parties and there is nothing to compare against. The real purpose of a written contract is to prevent the dispute by recording what was actually agreed, including price, scope, dates and what happens if a party does not perform. We convert handshake relationships, common in Nepali business, into documented, enforceable terms without over-engineering them, so the business is protected without losing the speed of a handshake culture.

A service agreement should define the service: the deliverables, the scope and its boundaries, the standard and timeline expected, the fee and how it is paid, and how changes to scope are handled. It should also state who owns any intellectual property created in the deliverables, what is confidential, whether the provider is an independent contractor, and how the agreement is ended. The most frequent disputes in services concern scope, not price, so a clear boundary prevents that. We prepare service agreements that are clear about what is and is not included, so both parties agree on value from the start rather than discovering differences at delivery.

A protective contract defines the deal precisely and sets fair rules for when something goes wrong. The provisions that protect you most are the exact scope and price, payment terms with a consequence for non-payment, warranties, a limitation of liability, confidentiality and intellectual property ownership, and termination with clear notice. Every clause must also be realistic to enforce; a clause no party will accept, or one a court will not uphold, is worth nothing. It is less about loading in extra clauses and more about drafting the right ones so they are consistent and lawful under Nepali law. We draft and review contracts with your actual exposure in mind.

A shareholder agreement is a private contract between the owners of a company that sets out, alongside the company articles, how they will run the business and control it: who may join, which decisions require consent or a veto, how shares may be transferred and who has a first right to buy them, how further capital is raised, and what happens on exit. It is the practical document that prevents disputes between two or more owners, because it records the ground rules before there is disagreement. Any company of more than one owner can be protected by such an agreement. We draft shareholder agreements tailored to each owner situation.

A founders agreement records how the people starting a company will own and run it: the division of shares at the start, how the founders earn out their equity as they keep working (vesting), what happens if a founder leaves, how decisions are made, how the business idea and confidential information are protected, and the commitment expected of each founder. Without one, the most common failure relates to what was least discussed at the start: what happens when one person leaves. Written and agreed while there is goodwill, it protects the business and gives present and future investors confidence in how the team holds together. We help founders record these basics cleanly.

Legal due diligence is the process of checking a company before you buy into it or acquire it, so you find out what you are actually getting and negotiate accordingly. When you buy the shares of a company you inherit the company as it is, including its liabilities and risks, not just what looks good. Diligence examines ownership and title, the key contracts, employees, taxes, intellectual property, claims and the registration of the company. Hidden problems, most commonly tax liabilities or gaps in ownership, are normal almost exactly where diligence would have exposed them. Buyers use it to adjust price or walk away; sellers use a careful process to close cleanly.

Buying shares of a company means the buyer takes the place of the seller as shareholder and acquires the company itself along with all its assets, contracts and obligations, whether they are listed or not. Buying assets means the buyer acquires only the specific assets of the business and, done carefully, can avoid taking on general liabilities and tax exposure of the company. The two routes differ in tax treatment, in the approvals they need and in which risk sits with the buyer and seller. This structural decision is made first, because it determines the documentation that follows. We help parties choose and draft the structure that best fits the risk and the commercial goal.

Terminating an employee in Nepal is governed largely by the Labour Act and the terms of the employment contract. An employer cannot simply end a contract without a lawful basis; the appropriate path depends on whether the termination is for misconduct, redundancy or mutual agreement, and each route carries different notice and settlement obligations. Procedure matters as much as reason, since a termination that is wrong on process can leave the employer with a claim instead. Before acting, an employer should confirm the lawful basis, follow warning and documentation where required, and settle entitlements correctly. We help employers see the correct basis and process so the termination stands.

An employment contract in Nepal sets the working relationship in writing: the role and duties, hours and place of work, leave and public holidays, pay and how it is paid, and the terms on which each side can end the arrangement. The Labour Act sets minimum standards that a contract cannot go below, so the contract must reflect, not ignore, the statutory minimums. A written contract is also the first thing examined in a termination or dispute, so its wording matters. We prepare employment contracts that are compliant with the current legal minimum while matching the way each business actually works, avoiding conflict further down the employment.

Under the Labour Act, an employer can only terminate employment for a justified reason and through the proper procedure; ending employment without notice or cause exposes the employer to compensation and reinstatement claims. Certain serious misconduct can justify dismissal, but the process — investigation, opportunity to respond and documentation — must be followed. A termination done badly usually costs more than doing it properly. We advise employers on lawful grounds, help run the process cleanly, and prepare the documentation that protects the company if the decision is later challenged.

A proper employment contract in Nepal should state the role, remuneration, working hours, leave, termination and notice terms, and any specific conditions of employment, aligned with the Labour Act's requirements for employment records and contracts for fixed-term or foreign workers. The contract also needs to handle confidentiality, IP and restrictions where relevant. A clear contract prevents most workplace disputes, and where one is missing, the law still implies many obligations. We draft contracts for employers and review them for employees so both sides know exactly where they stand.

The Labour Act sets out core employer duties: written employment records and contracts, payment of remuneration and statutory benefits (gratuity, provident fund, leave), a safe workplace, and compliance with termination and redundancy procedures. It also regulates working hours, overtime and the treatment of foreign workers. Non-compliance can lead to fines, employee claims and adverse findings in disputes. We run compliance reviews for employers, draft the required policies and records, and help fix gaps before they surface in a claim or inspection.

PAN (taxpayer) registration is obtained from the Inland Revenue Department (IR), while VAT registration applies once a business crosses the statutory turnover threshold, and is also available voluntarily. PAN registration is effectively required to open a business bank account, issue invoices and be paid by corporate clients; VAT matters for filing returns and reporting input and output tax. Both are rooted in a clean company or business registration. The precise threshold and document list should be confirmed at the time, as they are updated. We guide businesses through PAN and VAT registration so the numbers, accounting and compliance framework over which they begin is correct and future‑tax hassle is avoided.

Yes, they do, and starting on time is far cheaper than catching up. Even a small or new business may need PAN registration immediately for banking and invoicing, and a VAT registration once its turnover meets the threshold. Monthly VAT returns and annual tax filings have deadlines, and the penalties for late or inaccurate work escalate over time and can surprise a growing business. Many owners only realise after the first audit or a blocked bank transaction. The practical habit is to set up the registration, the records and a filing calendar from the first invoice. We can set this rhythm up for small businesses so that compliance is a background task, not a recurring panic.

Depending on the activity, a business in Nepal may need licences and sector permits in addition to the company registration, PAN and possibly VAT. Different sectors (for example, hospitality, health, import‑export, food, construction) have their own licensing authority and renewal cycle. The question is not just which licences apply but which body issues each and when they must be renewed, since trading without a required permit can attract penalties. If you need a licence, an assessor must confirm which applies, because there is no single all‑in‑one licence exists, so the checklist is per‑activity. We can map the licences that apply to your specific business and prepare and support the applications so you start trading properly licensed.

Most businesses need PAN registration and, where turnover or activity requires it, VAT registration. Beyond those, the licences depend on your industry: an operating or sector licence from the relevant ministry or authority, and for some activities municipal permits as well. Industries such as hospitality, health, finance, education and manufacturing each have specific requirements. Operating without the required licence can mean fines or closure. We map your activity to the licences required, prepare the applications and manage renewals.

A trademark is registered in Nepal through an application at the Department of Industry (DoI), which examines the mark before registration. The process includes a search for earlier identical or similar marks, the filing of the application, examination and, once accepted, registration with periodic renewal. The timeline is set by the examination process and the renewal cycle, so it is not something to quote as a fixed number; what speeds or delays it is the completeness of the filing and any objections. Registering a used online brand is important because an unregistered mark gives limited protection. We handle the search, filing and follow‑up so your mark proceeds smoothly.

A trademark protects a brand identifier such as a name, logo or tagline that distinguishes your goods or services in the market, and it is obtained by registration with the concerned authority. Copyright protects creative expression such as written text, images, software code, music and films, and in Nepal it generally subsists automatically upon creation, without an application, though registration and deposit can help prove ownership and enforce rights. The practical question is which asset you are protecting: a trademark for your brand name, copyright for your original creative work. Understanding the difference decides the right route. We advise on the protection that fits each asset and the record you should hold to enforce it.

If you collect personal data from customers, employees or users, you should have a clear data protection policy in Nepal. It informs people what you collect, why, how it is kept and their rights, and it helps you stay consistent as the data‑protection framework in Nepal continues to grow. A plain policy also stops the common practice of collecting more data than the business needs. Customers and business partners increasingly look for even a basic policy, so it doubles as trust. We draft privacy notices and data‑use wording that fit the scale of your business, and can review your data handling so you collect and keep only what you genuinely need to.

Nepal does not yet have a single comprehensive data protection statute, but privacy protections exist under the Constitution, the Electronic Transactions Act (relating to unauthorised access and breaches) and sector-specific rules, and a dedicated privacy framework has been under development. In practice this means businesses should still treat customer and employee data carefully: disclosure, retention and breach handling carry legal risk under existing laws. We help companies build practical privacy policies and data-handling practices that hold up under the current law and are ready for the emerging framework.

Electronic signatures and records are recognised under the Electronic Transactions Act, with digital signatures issued by approved certifying authorities carrying the strongest legal standing. The acceptability of an electronic signature depends on the type of document and how it is authenticated. Routine commercial agreements can generally be signed electronically, while some documents still require physical signatures, notarisation or registration. We review your agreement and advise on the most reliable signing route so it is enforceable when it matters.

An IT or software agreement should clearly define the scope, deliverables, ownership of the code and intellectual property, licences, payment, confidentiality, data handling, warranties, liability caps, and how disputes are resolved. The two areas that most often cause trouble are IP ownership — whether the client owns the code and materials — and data/confidentiality. Getting these terms right at the start prevents renegotiation and disputes. We draft and review software, SaaS, licensing and consulting agreements so both the business terms and the legal risk are properly covered.

Unauthorised access, data interference, fraud and electronic forgery are offences under the Electronic Transactions Act, and a business affected by cyber crime can file a complaint with the Nepal Police's cyber bureau and pursue criminal remedies, alongside any civil claims. The evidence trail — logs, timestamps, access records — is usually decisive, so the system should be preserved quickly. We help you respond without destroying evidence, file the complaint, coordinate with investigators, and pursue the legal remedies available.

Before you buy property in Nepal, you should verify the ownership title, the chain of previous owners, the land type and use, whether the land is free from claims or encumbrances, and the conditions that affect the transfer in the district where the land is recorded. This is usually done by inspecting the title record and related land-office records. Buying on appearance or a seller signed statement is the classic source of later disputes, because a claim or an older transfer chain can emerge years later. We conduct property due diligence that confirms the title picture before you pay, so you buy what you expect and avoid costly surprises later.

Due diligence on a property deal covers the legal and factual health of what you are about to buy: the title and the seller right to sell, the accuracy of the boundary, any claim or encumbrance on the land, the applicable use and zoning, any outstanding statutory issue that affects the deal, and the taxes associated with registration. It is the difference between buying a property and buying the risk attached to it. A commercial property or a larger transaction, in particular, is nearly always closed on the basis of a clean diligence report. We prepare and review this diligence so you proceed only when you understand what you are buying.

Land verification in Nepal involves checking the land record (kitta) at the land revenue office for the actual owner, the land category, encumbrances such as mortgages, and any government restrictions on the plot. Ownership records can be misleading on their own, so a physical and record check is essential, and a purchase should be documented through a sale deed with the required valuation and registration. We conduct the verification, flag risks before you commit and handle the deed and registration process so your title is clean.

In general, foreigners cannot own land or property in Nepal in their own name; land ownership is restricted to Nepali citizens. There are, however, recognised structures for foreign-invested businesses to use property for their operations, such as leasing or obtaining land through a licensed corporate entity in eligible circumstances. These structures are specific and regulated. We explain what is genuinely possible for your situation — ownership, lease or corporate holding — and keep the arrangement lawful.

Property transfer in Nepal requires a sale deed, calculation and payment of registration fees and capital gains tax, and registration at the relevant land revenue or malpot office. The transfer is final when the deed is registered and the records updated. Both buyer and seller should verify the title and tax position before signing, because the liabilities attach to the parties and to the land. We prepare the deed, verify the records, calculate the taxes and complete the registration on your behalf.

Commercial disputes in Nepal need not go to court, and for many matters they should not. Options include direct negotiation, mediation and other consensual processes that let the parties keep control of the outcome and the cost, and arbitration, where the parties agree on a private decision‑maker whom they bind themselves to the result. Which route fits depends on the dispute, the relationship and the contract (some agreements already name the forum). A well‑drafted agreement often points the parties to a specific alternative before a court is involved. We help you read the forum that fits your dispute and negotiate or arbitrate accordingly, so you resolve it with less cost and less breakage of the relationship.

Starting a civil or a commercial case in Nepal begins with establishing whether you have a legal claim, where it should be brought, and whether it is still within time. You then prepare the case, setting out the background, the legal basis and the kind of relief you ask for, supported by evidence. Procedure, more than the facts, is where most matters go wrong, since a file that does not follow the relevant procedure and format will be returned to fix again. We advise whether a claim is worth pursuing, the correct forum and the prospects, and we prepare and present the case. We are clear also when a claim should not be brought, since litigation is not always the best answer.

Arbitration is a process in which the parties agree to have a private third party (the arbitrator) decide their dispute instead of a court, and the award is binding on them. In Nepal, arbitration is recognised and governs any agreement to arbitrate and the procedure followed. It is often chosen to keep a dispute private and to allow a specialist decision, and it can, in the right terms, be faster than the courts. Whether your agreement submits to arbitration depends on the contract, in the same way parties choose arbitration. We advise on arbitration clauses at drafting, and on running or resisting an arbitration when a dispute is already there, so the agreed process is followed.

Recovering an unpaid debt in Nepal begins with the documentation: the loan agreement, the invoice, or any acknowledgment of the debt, that proves the amount owed and the obligation to pay. Recovery options range from a formal demand and a settlement negotiated under a written repayment, to enforcement of the debt through the appropriate legal procedure against the party and its assets. The law generally requires clear proof of the debt and the correct route; from there, enforcement depends on the facts and on what the debtor holds. The longer money remains unpaid, the harder it often is to recover. We help you document, demand and, where necessary, take recovery steps as efficiently as they can be taken.

A demand notice is a formal written notice informing the debtor that an invoice or loan is due, that a sum must be paid by a date, and the intended next step if it is not paid. It matters because it is the evidence that you complied with the notice requirement, it gives the debtor a chance with a deadline, and it often recovers the money without the cost of a case. The legality of the demand depends on the underlying agreement and the debt. We can prepare and serve a proper demand on your behalf, and advise on the next step if it does not work, so you are not left chasing the matter informally.

Recovery usually starts with a formal demand letter, which often resolves the matter quickly, and moves to legal proceedings if payment is not made. Under the laws on money recovery, a creditor can pursue the debt through the courts, and well-documented transactions with clear contracts, invoices and acknowledgements are far easier to enforce. Timing matters: acting promptly and preserving evidence improves your position. We issue the demand, assess the debtor's position, and pursue the most effective recovery route — settlement, court claim or enforcement.

Yes — many debts are recovered without a court claim. A professionally drafted demand letter frequently produces payment or a negotiated schedule, and mediation or arbitration under a contract can resolve the matter if the agreement provides for it. Where a settlement is agreed, recording it properly makes it enforceable. We help you press for payment through the right channels, and only escalate to court when the realistic alternatives have been exhausted, so legal costs stay proportionate.

A local organisation in Nepal is generally registered with the District Administration Office as a non-profit, while an international non-governmental organisation (INGO) must additionally be affiliated with, or approved by, the relevant authority; the permission path depends on the sector and the source of funding. The distinction matters because NGOs and INGOs follow different approval and reporting routes. Both begin with the purpose and the constitution, then continue with registration and annual reporting, the last of which is where many organisations fall behind. The exact approvals and reports are workable once the type is confirmed. We help founders and international partners register, coordinate the approvals and build a reporting habit that keeps the organisation in good standing.

An NGO in Nepal is registered either with the District Administration Office (DAO) for local NGOs or with the Social Welfare Council for organisations working at a wider or international scale. The registration requires a governing body, a constitution, and the completed applications, followed by affiliation with the Social Welfare Council. After registration, an NGO must file annual reports and renewals to stay compliant. The choice of where to register depends on your scope and funding sources, and getting the structure right at the start avoids compliance problems later. We prepare the constitution and documents and manage the registration from start to finish.

INGOs operate in Nepal under an agreement with the Social Welfare Council and must comply with annual reporting, project approval, and the requirement to route funds through approved arrangements. Their local partners (NGOs) are similarly required to report. Compliance is enforced through renewals and project approvals, so an INGO that falls behind can find its operations interrupted. We help INGOs and their local partners keep agreements current, file reports on time and resolve any compliance gaps before they become a problem.

Foreign nationals generally cannot register a local NGO in Nepal in their own name in the same way as citizens; the established route is an INGO approved through the Social Welfare Council, working with local partner NGOs. The legal structure, staffing and funding flows must comply with the relevant rules. This area is specific and rule-heavy, so it is worth confirming the current policy with a lawyer before committing. We explain the workable structures, advise on the INGO agreement route and help you structure the operation lawfully.

A power of attorney is a document that gives someone the legal authority to act for you in defined matters, such as signing documents, handling money or the transfer of property. It is needed whenever you want another person to act in your place, often when you are outside Nepal or unable to act, and the scope can be broad or limited to one transaction. The document must be made and witnessed and, for many property matters, in the form the law requires, so that the authority is actually valid in Nepal. Without it, a bank, a registrar or a counterparty cannot accept another person signing on your behalf. We prepare powers of attorney that give exactly the authority you want, no more and no less, and guide the execution so it is accepted by the authority concerned.

A power of attorney authorises someone to act on your behalf and can be granted in Nepal, or before a Nepali diplomatic mission if you are abroad. It is most reliable when notarised or witnessed and, for property and court matters, may need to meet specific formalities. Whether the POA must be registered depends on the purpose. We prepare the power of attorney with the correct scope and formalities, so the document is accepted by banks, offices and courts when it is needed.

Whether a document needs notarisation, legalisation or an apostille for use abroad depends on the country you are sending it to and the purpose. Many countries require legalisation by the Nepali Ministry of Foreign Affairs and the receiving country's embassy, and for members of the apostille convention, a simpler apostille process. Getting the chain wrong means the document is returned. We confirm the exact requirement for your destination, notarise and legalise the document, and arrange translation where needed.

The costliest advice is usually the advice you needed before you acted; the wisest times to involve a corporate lawyer are before a commitment is made. Generally you should hire a corporate lawyer when you incorporate, structure ownership, take investment or give equity, buy or sell a business, sign a major contract, change directors or shareholders, face a compliance or statutory deadline, or enter a dispute. These are the points where a small mistake easily outweighs the fee. Early advice is also cheaper and closer to prevention. For many companies a retainer makes sense, so the lawyer already knows the records and can act fast when a deadline or issue appears. We can be that lawyer under a simple, predictable arrangement.

A legal retainer is a fixed arrangement under which a lawyer is available to a business for a period, usually for a set monthly or annual fee, covering a defined amount of advice and support. It gives the business a lawyer who learns the records in advance, so the advice is quicker. Retainers usually cover routine advice and document matters within scope; major transactions or a dispute that goes to a court are typically outside the ordinary retained fee. The value is in being able to ask "is this fine?" before you sign, and in having someone already to the file. We structure retainers to flat, predictable fees and a clear scope.

Yes. We offer a legal consultation online, by video or message, so you can ask about a corporate matter without travelling to Kathmandu. An online consultation works best for advice, structuring options, document questions and a plan of action; physical signatures, notarisation and court steps are still handled in person but are arranged through the same team. Gaining clarity on "what should I do" and "what does it cost" is often as valuable as the final document. We confirm the facts, give you a plain answer and a clear next step, and only hold forms of work that, by their nature, must be done in person.

A retainer gives your business prompt access to legal advice on day-to-day matters — contracts, compliance, employment, disputes — before small issues become expensive ones. For most companies, the cost of a retainer is repaid the first time it prevents an unfavourable contract clause, a compliance fine or a lawsuit. Retainers can be sized to your activity, from a simple monthly advisory to full support. We structure retainers so you get responsive, senior advice at a predictable cost, and can flex it up for larger transactions or disputes.

Yes. Non-Resident Nepalis (NRNs) and foreign nationals, subject to the rules, can in principle invest in Nepal and take part in the growth of the economy, provided they follow the rules on property and investment. Those rules include the types of assets a non-resident may hold and the sectors open to them, and the answer can depend on NRN status and on the sector, so the current position should always be confirmed rather than assumed. The same rules also affect how income and returns are brought home to the investor. With the structure and documentation handled properly, the investment can be lawful and its returns managed cleanly. We help NRNs and foreign investors plan the structure and complete the required paperwork.

Yes. Non-resident Nepalis can invest in Nepal under the foreign investment framework, and NRNs benefit from the same investment rules as other foreign investors, with some concessions. The investment can be in equity of a new or existing company or in a listed company, subject to sector eligibility and the minimum investment thresholds under FITTA. NRN investment follows the foreign investment approval route, and depending on the sector, may require local partners. We help NRN investors confirm eligibility, choose the right structure and complete both investment approval and company registration.

Setting up a business in Nepal from abroad is possible, but it requires coordinating company registration, PAN, and any foreign investment approval, and much of this needs in-country steps. A common approach is to structure the company, prepare all documents remotely, and authorise a local representative through a power of attorney to complete filings. Foreign investors also need to plan their capital remittance and banking carefully. We manage the entire process on your behalf — documentation, filings and approvals — so you can incorporate and open the business without unnecessary travel.

The Companies Act and the foreign investment framework set a minimum foreign investment amount for equity participation, and it applies to most foreign investments under FITTA. The threshold is revised from time to time and can vary with the sector. A foreign investor also needs the investment to fall within an eligible sector. Because the exact figure and rules change, we confirm the current minimum before you commit, and structure the investment so the amount and structure satisfy both the FITTA requirement and company law.

Not always. Nepal allows wholly foreign-owned companies in many sectors, so a local partner is not required by law across the board. However, certain sectors are reserved for Nepali citizens or businesses, and in those sectors a foreign investor needs a Nepali partner or cannot invest at all. Beyond legal requirements, a local partner can bring market access and practical advantages. We assess your sector and objectives, confirm whether a partner is required or advisable, and structure the arrangement accordingly.

Marriage registration in Nepal is carried out at the ward office (Ward Office / local registration office) where the marriage takes place, under the Civil Registration Act. Both spouses attend with their citizenship certificates and, depending on the office, any required witnesses. A court marriage follows a different route through the district court. If the marriage took place abroad, registration arrangements differ and require authentication of foreign documents. Because requirements can vary by office and by situation, we help confirm the right process, prepare the application and accompany you so the registration is accepted the first time.

Divorce in Nepal is filed at the family court within the district court of the respondent's locality. A mutual divorce — where both spouses agree on the divorce and its terms — is the faster route and is typically finalised after the statutory cooling period. A contested divorce is heard and decided by the court over a longer period. The court also decides custody, maintenance and division of property. Legal representation ensures the petition, evidence and negotiations are handled correctly, and that custody and maintenance are addressed properly from the start rather than argued over later.

Nepali courts decide custody primarily in the interest of the child, considering the child's welfare, age and the capacity of each parent to care for the child. Very young children are usually placed with the mother unless there are compelling reasons otherwise, though the court examines the individual facts of each case. Custody can be decided during a divorce or separation matter and can later be revisited if circumstances change materially. We advise parents on realistic expectations, negotiate custody and access arrangements, and present the evidence a court needs to reach a decision that protects the child's stability.

Adoption in Nepal is governed by the National Code and adoption rules, and the process runs through the authorised agencies and, for intercountry adoption, the Ministry of Women, Children and Senior Citizens. Domestic adoption requires eligibility assessment, matching, and court approval; intercountry adoption is more heavily regulated and involves coordination with the competent authorities. The process is deliberately thorough to protect children. We guide prospective parents through eligibility, documentation and the approvals, and help ensure the adoption is lawful and complete.

Under the National Civil Code, rights to ancestral and self-acquired property follow defined shares. If a share is not being honoured, the first practical step is usually a negotiated settlement or a lawyer's letter, and if that fails, a partition claim in court. Partition cases can run for years, so it is worth resolving entitlement clearly and early. We help you establish your claim, document it, and either negotiate a family settlement or pursue a court partition efficiently.

If you are arrested in Nepal, you have the right to know the reason for your arrest and the right to a lawyer. You should remain calm, avoid making statements beyond the basic details, and ask to contact a lawyer and your family as soon as possible. Anyone detained must be brought before a judicial authority within the time limits the law sets. Engaging a defence lawyer early is the single most important step: counsel protects your rights at every stage, from the initial detention through bail and the court process, and helps you avoid statements that could be used against you later.

Bail is requested before the court handling the matter, and the court decides based on the nature of the offence, the evidence, the risk of absconding and whether the accused will interfere with witnesses. For minor offences bail is usually granted; for serious offences it may be opposed. The application and any opposition should be grounded in the specific facts and law. We prepare the bail application, present the arguments, and if bail is refused, consider the available review or appeal options so a detained client is not left without a path forward.

White-collar crime covers fraud, embezzlement, forgery, money laundering, tax evasion, and offences under the Anti-Money Laundering Act and related laws. These matters often straddle civil and criminal law: a company may face regulatory penalties while individuals face criminal charges. Because the evidence is documentary and technical, an early and detailed defence is essential. We help both companies and individuals respond to investigations, protect records and rights, and defend or resolve matters before regulators and the courts.

Yes. Nepali law allows corporate bodies to be held criminally liable for certain offences, and the same facts can also expose directors and officers personally. A corporate criminal case may arise from fraud, environmental, tax or regulatory offences. Companies facing investigation should respond strategically: preserve documents, cooperate within legal limits, and defend the entity while protecting the position of individual officers. We advise companies on how to manage an investigation, negotiate with authorities and, where appropriate, defend the charges in court.

The law sets time limits for holding a suspect before a decision to charge is made, and the exact limit depends on the nature and gravity of the alleged offence. A detained person must be produced before a judicial authority within the legal limit, and continued detention requires lawful extension. If the limit is exceeded, the detention can be challenged. We track these deadlines closely on behalf of clients and act immediately if they are breached, so a client's liberty is protected through proper process rather than by delay.

A company can raise capital through equity (new shareholders, venture or angel investment, or a public issue), debt, or instruments like convertible notes. Private investment in a private company follows company law and the shareholders' agreement; a public issue is regulated by SEBON and is a heavier process. Structuring the round — valuation, dilution, rights and the agreement — matters more than most founders expect. We help you structure and document private investment rounds cleanly and navigate the regulatory path if you plan a public listing.

A listed company must comply with SEBON's continuing disclosure rules: periodic financial reporting, material event disclosures, and corporate governance requirements, alongside company law compliance. Failing to disclose or filing late can draw penalties and affect the company's market standing. The obligations begin before listing and continue throughout. We help companies prepare for listing, manage the disclosure calendar and respond to SEBON queries so compliance never becomes a liability.