M&A and restructuring, managed for a clean close
Whether you are acquiring a target, selling a business, merging two companies or reorganising a group, the transaction must work under Nepali company, tax, foreign-investment and competition law. We run the legal workstream end-to-end so value is protected and the deal closes on time.
Amalgamations and mergers of companies are governed by the Companies Act, 2063 (2006); acquisitions may proceed as share or asset transfers; and distressed situations engage the Insolvency Act, 2063 (2006). Deals involving foreign investment require Nepal Rastra Bank and Department of Industry / Investment Board Nepal steps, and listed-company transactions engage SEBON.
Our M&A & restructuring services
- Legal Due Diligence — corporate, contractual, regulatory, employment, tax, IP and litigation review with a clear risk report.
- Deal Structuring & Documentation — share purchase, asset purchase, shareholders’ and merger agreements, with warranties and indemnities.
- Corporate Restructuring & Reorganisation — amalgamations, demergers, group simplification and share-capital changes under the Companies Act, 2063.
- Insolvency, Liquidation & Dissolution — voluntary and creditor processes, restructuring and winding-up under the Insolvency Act, 2063.
- Regulatory Clearances — Nepal Rastra Bank, Department of Industry / Investment Board Nepal and SEBON approvals as applicable.
Share deal or asset deal?
The choice between acquiring shares and acquiring assets affects liability, tax, contract transfer and regulatory consents. A share deal takes the company with all its history; an asset deal lets a buyer cherry-pick assets but may trigger fresh licensing and third-party consents. We model both and recommend the structure that best fits your risk and tax position in Nepal.
Diligence is where deals are won or lost. Our due-diligence reports do more than list risks — they tell you which issues are deal-breakers, which are priced, and which can be fixed by conditions or indemnities before you sign.
Frequently asked questions
How are company mergers carried out in Nepal?
Mergers and amalgamations are effected under the Companies Act, 2063 (2006), which requires board and shareholder approval, a merger agreement, and filings with the Office of the Company Registrar. Listed companies and regulated sectors require additional approvals from SEBON or the relevant regulator.
Is merger-control or regulatory approval required?
Transactions involving foreign investment require Nepal Rastra Bank and Department of Industry / Investment Board Nepal steps, and securities/listed-company deals engage SEBON. We identify every consent needed and build it into the deal timetable.