Reliance Corporate Advisors is a corporate law firm in Nepal advising on company registration, foreign investment approval, mergers and acquisitions, governance and tax, with lawyers and Chartered Accountants in one team.
Choosing a corporate law firm in Nepal shapes how quickly you can enter the market, how securely you can hold equity, and how much regulatory friction you meet on the way. Reliance Corporate Advisors is a Lalitpur based practice that brings corporate lawyers and Chartered Accountants into a single team, so the legal, tax and financial sides of a matter are handled together rather than passed between separate advisers.
This page explains what corporate lawyers in Nepal actually do, the statutes that govern companies here, how company registration and foreign investment approval work in practice, and how to judge one firm against another before you appoint.
Corporate practice in Nepal is less about litigation than about getting structures right before they are tested. A corporate law firm advises on which vehicle to use, drafts the documents that define who owns what, obtains the approvals that make an investment lawful, and keeps the resulting entity compliant year after year.
In practice, the work divides into three phases. The first is formation: selecting between a private limited company, a branch office or a liaison office, reserving a name, and completing incorporation. The second is transactional: shareholder agreements, share transfers, joint ventures, acquisitions and financing. The third is continuing compliance: annual returns, board and shareholder resolutions, tax filings, employment obligations and sector licensing.
Because Nepali corporate matters almost always carry a tax and accounting dimension, the value of instructing corporate lawyers who work alongside Chartered Accountants is that structuring decisions are tested against their tax consequences at the point they are made, not after the filing falls due.
Choice of vehicle, name reservation, memorandum and articles, consent of directors, and registration with the Office of the Company Registrar. See our incorporation services.
Approval under the foreign investment regime, sector eligibility, technology transfer agreements and repatriation planning for non-resident investors. More on foreign investment in Nepal.
Board procedure, statutory registers, annual returns, related party transactions and directors’ duties under the Companies Act, together with internal control advisory.
Legal due diligence, share and asset purchase agreements, scheme documentation and post completion integration. See M&A and corporate restructuring.
Shareholder and joint venture agreements, distribution and agency arrangements, service contracts, and the warranties and indemnities that decide who carries which risk.
Contracts of employment, workplace policies, termination and redundancy, and Social Security Fund obligations. See our HR and labour law practice.
Corporate income tax, VAT, withholding, transfer pricing exposure and treaty relief, delivered with our tax related services team.
Trademark searches and registration, collective marks, licensing and enforcement. See intellectual property and trademark registration.
Sector licensing, approvals from the relevant ministry or regulator, and dealings with Nepal Rastra Bank where foreign exchange is involved. See regulatory advisory.
Nepali corporate law is statutory rather than case driven, so most questions resolve into a reading of the governing Act and the rules made under it. Five instruments account for the bulk of day to day corporate practice.
Beyond these, sector legislation frequently governs the point that actually matters. Banking, insurance, telecommunications, aviation, hydropower, education and health each carry their own licensing regime, and the sector regulator’s consent is often the critical path in a transaction rather than the corporate filing itself.
Company registration in Nepal follows a defined sequence. A domestic private limited company is generally straightforward. Where foreign investment or sector licensing is involved, the approval stages govern the timetable.
The most common cause of delay is not the filing itself but incomplete or inconsistent documents: certificates that have not been notarised or legalised, a corporate investor’s board resolution that does not match the application, or a business objects clause too narrow for the activity actually planned.
Nepal admits foreign investment through equity participation, technology transfer and, for qualifying projects, loan investment. Three points determine whether a proposed investment can proceed as intended.
Sector eligibility. Certain activities are closed to foreign investment or reserved wholly or partly for Nepali ownership under the restricted list made under the foreign investment legislation. The sector, not any general rule, determines whether full foreign ownership is available, so this is the first question to settle.
Minimum investment thresholds. A minimum foreign investment amount per investor applies, and that figure has been revised more than once in recent years. Because the threshold and the sectors to which it applies change by notification, it should be confirmed against the current position at the time of the application rather than assumed.
Repatriation. The right to take dividends, sale proceeds, royalties and loan repayments out of Nepal depends on the original investment having been approved and properly recorded, and on obtaining the necessary approvals through Nepal Rastra Bank. Investors who bring capital informally frequently find the exit is the point at which the problem surfaces.
Credentials alone say little. These are the questions that separate firms in practice.
Reliance Corporate Advisors advises founders, established Nepali businesses, and foreign investors entering the market. The firm operates from Milap House on Sanepa Main Road in Lalitpur, with corporate lawyers and Chartered Accountants working in the same team, which is what allows a company formation, its tax registration and its first year of compliance to be handled as one engagement.
You can read more about the firm, review the full range of our expertise, or look through insights and publications for our written analysis of Nepali corporate and regulatory developments.
It advises on the choice of legal vehicle, incorporates the company, obtains investment and sector approvals, drafts the shareholder and commercial agreements that define ownership and risk, and keeps the entity compliant with the Companies Act, tax law and employment law thereafter.
In many sectors yes, subject to approval and to the restricted list published under the foreign investment regime. Some activities are reserved wholly or partly for Nepali ownership, so the sector determines the answer rather than any general rule.
A straightforward domestic private limited company is usually a matter of weeks. Where foreign investment approval and sector licensing are required, the approval stages rather than the incorporation filing determine the timetable.
A branch is not a separate legal person, so the foreign parent carries the liability directly and the branch is taxed on its Nepal source income. A subsidiary is a Nepali company with its own legal personality, which usually gives cleaner liability separation and easier local contracting.
Registration can be done without one, but the documents settled at formation, particularly the objects clause, the articles and any shareholder agreement, are difficult and expensive to change later. Most disputes between shareholders trace back to documents drafted without advice.
Commonly a fixed fee for defined work such as incorporation or a trademark filing, and an hourly or retainer basis for advisory and transactional work. Ask in advance what is excluded from a quoted fixed fee, since government charges and translation are often billed separately.
Yes, where the original investment was approved and properly recorded and the required approvals are obtained, including through Nepal Rastra Bank. Difficulties almost always arise from how the capital was brought in rather than from the repatriation itself.
If you are weighing a market entry, a transaction, a restructuring or a compliance question, get in touch with Reliance Corporate Advisors. We will tell you at the outset what the matter is likely to involve and what it should cost.
This page is general information about the law in Nepal, not legal advice, and should not be relied on for any specific transaction without taking advice on the facts.
