Guidance on company law and compliance in Nepal, from incorporation and Registrar filings to share transfers, restructuring and contract execution.
Corporate law in Nepal follows a company through its whole life: incorporation under the Companies Act, 2063 (2006), ongoing filings at the Office of the Company Registrar, share allotment and transfer, restructuring, and eventually liquidation. Each stage carries its own paperwork, and most disputes we see start with a document that was never filed correctly.
This collection gathers our published guidance on those questions. It is written for founders, finance teams, in-house counsel and foreign investors, whether you are registering a company for the first time or bringing historic records back into order.
“Corporate law” covers a wider range of work than company formation alone. In practice, a corporate law firm in Nepal is asked for help across five recurring areas:
Most corporate questions in Nepal trace back to a small group of statutes and the bodies that administer them.
| Instrument | Administered by | What it governs |
|---|---|---|
| Companies Act, 2063 (2006) | Office of the Company Registrar | Incorporation, directors, share capital, filings, liquidation |
| Company Directive, 2072 (2015) | Office of the Company Registrar | Procedure: certification of deeds, quorum, share transfer, records |
| National Civil Code, 2074 (2017) | Courts | Contract formation, performance, breach and remedies |
| Securities Registration and Issuance Regulation | Securities Board of Nepal (SEBON) | Public issuance, premiums, green bonds, lock-in periods |
| Contribution Based Social Security Act, 2074 | Social Security Fund | Employer contributions and employee benefits |
| Labour Act, 2074 (2017) | Department of Labour | Employment terms, wages, welfare fund, termination |
Banking and foreign exchange questions add the Nepal Rastra Bank, and tax adds the Inland Revenue Department. A single transaction often touches three of these at once, which is why documentation discipline matters more than any individual filing.
Two examples from recent regulatory changes show why procedure, not principle, is usually what decides an outcome.
The Registrar’s notice on the share logbook now requires proof that share money moved through the banking system, with a bank-sealed statement. A company holding paid-up capital in its accounts without a certified share register can be blocked from filing anything else until the position is regularised, and that reaches back to fiscal year 2073/74.
Similarly, Section 36 of the Civil Procedure Code provides that a court shall not enforce a deed that fails to meet its requirements. A contract over NPR 50,000 that was never certified, and does not fall within an exemption, may be unenforceable however sound its commercial terms.
Credentials matter less than fit. When comparing firms, it is worth asking:
Reliance Corporate Advisors is a corporate law and financial advisory firm based at Milap House, Sanepa, Lalitpur. It was established in 2013 as an associate of Reliance Law Firm, which has practised since 1995, and brings attorneys and Chartered Accountants together in one practice. The firm operates to ISO 9001:2015 quality standards and is an ACCA-approved employer.
Our corporate work is delivered through regulatory and transactional advisory, mergers, acquisitions and corporate restructuring, and foreign investment and incorporation services. You can read more about the firm or get in touch.
The Office of the Company Registrar, under the Companies Act, 2063 (2006). It handles incorporation, name approval, annual filings and liquidation, and issues directives governing procedure.
Registration itself can be filed without one, but the Company Directive requires that major deeds submitted to the Registrar, including the memorandum and articles, amended articles, unanimous agreements and share transfer deeds, be certified by a licensed legal practitioner or notary public.
The Registrar cancels an approved name if registration documents are not submitted within three months of approval.
Yes, subject to registration and the approvals applicable to its sector. Our note on foreign company registration in Nepal covers the process, and the NRN citizenship regulations deal separately with Non-Resident Nepalese investment.
Fines accrue, and the Registrar may instruct directors to pay outstanding amounts, freeze the company’s transactions until they are settled, and publish a notice of non-compliance. Records can also be refused until historic share registers are certified.
The guidance collected here is general information, not legal advice. It reflects the law as at the date of each briefing, and its application depends on your circumstances, so take advice on the facts before acting.
