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Pluto AssociatesAdvocates & Legal Consultants
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Pluto AssociatesAdvocates & Legal Consultants🏢Practice Area 02
Corporate & Commercial Advisory for Business
End-to-end corporate services covering company registration, corporate governance, mergers & acquisitions, due diligence, and commercial contracts. We help businesses structure, grow, and transact with confidence.
Every business, from a single-founder start-up to an established group, relies on a sound corporate foundation. We support that foundation end-to-end — incorporating entities, structuring shareholdings and boards, and keeping every filing precise and timely under the Companies Act.
Our commercial practice also supports the everyday legal work of doing business: negotiating and drafting supply, service, distribution and joint-venture arrangements, as well as the governance that binds a company together.
“We make corporate compliance routine rather than an afterthought, with annual filings, board resolutions and records kept continuously audit-ready.”
Our Corporate & Commercial Services
- ✓Company registration, formation and capital structuring
- ✓Corporate governance, board and shareholder support
- ✓Mergers, amalgamations and acquisitions
- ✓Legal and financial due diligence
- ✓Commercial and technology contract drafting and negotiation
- ✓Shareholders' and joint-venture agreements
- ✓Annual filings and record-keeping under the Companies Act
- ✓Corporate restructuring and shareholding advisory
Who We Serve
We advise local and international companies across manufacturing, technology, trading and services — including start-ups, private and public companies, family businesses, and established groups at expansion.
Why Choose Pluto Associates?
We pair commercial sense with clear drafting. We structure companies compliantly and negotiate terms that truly protect yours — from incorporation to exit, we stay with you through every stage.
Related Publications
Articles and guides related to this practice area from our team.
corporate
Key Corporate Law Reforms in Nepal: What Directors Need to Know
June 30, 2026
corporate
Company Registration in Nepal: Costs, Documents and Timeline
June 18, 2026
FAQs — Corporate & Commercial Law
Common questions our clients ask about this practice area.
What is corporate law and when do I need a corporate lawyer in Nepal?+
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.
How do I register a company in Nepal?+
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.
How much does company registration cost in Nepal?+
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.
Can foreigners own a company in Nepal?+
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.
What is the difference between a private and a public company in Nepal?+
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.
What is corporate governance and why does it matter in Nepal?+
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.
What are my rights as a shareholder in a Nepali company?+
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.
What are the duties of a director in a Nepali company?+
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.
What are the annual compliance obligations of a company in Nepal?+
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.
What happens if my company misses annual compliance?+
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.
What is the registered office and why does a company need one?+
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.
What makes a contract legally valid in Nepal?+
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.
When should I put an agreement in writing instead of a handshake deal?+
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.
What should a service agreement include in Nepal?+
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.
How do I draft a contract that protects my business in Nepal?+
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.
What is a shareholder agreement and do I need one?+
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.
What should a founders agreement cover?+
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.
What is legal due diligence and why is it important before buying a business?+
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.
What is the difference between buying shares and buying assets in Nepal?+
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.
What business licences and permits do I need in Nepal?+
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.
How do I register an NGO or an INGO in Nepal?+
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.
What is a power of attorney and when do I need one in Nepal?+
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.
When should I hire a corporate lawyer in Nepal?+
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.
How does a legal retainer work?+
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.
Can I get a legal consultation online in Nepal?+
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.
How do I register an NGO in Nepal?+
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.
What compliance does an INGO need in Nepal?+
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.
Can foreigners register an NGO in Nepal?+
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.
What licences does my business need to operate in Nepal?+
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.
How can my company raise investment in Nepal?+
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.
What are the compliance requirements for a listed company in Nepal?+
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.
How do I get a power of attorney in Nepal?+
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.
Do I need my documents notarised for use abroad?+
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.
Do I really need a lawyer on retainer for my business?+
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.
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