Company Law

Company Law

Lawin and Partners, corporate law firm in Nepal is profound in company registrations and its related disputes resolution. Company Lawyers in Lawin and Partners lawyers are highly skilled for company laws related services from business incorporation to safe exit and covers full life cycle of business in Office of Company Registrar (OCR). Drafting Memorandum of Association (MOA) and Articles of Association (AOA) tailored to the client's business objectives, we advise on the differences between Private Limited, Public Limited, and Non-Profit Companies.

Lawin and Partners, Law Firm in Nepal dedicatedly practices following areas under company Law of Nepal.

Lawin and Partners Practice Areas under Company Law

1. Incorporation of Private Companies

Lawin and Partners a leading firm in Nepal assists you in registration of private companies under Company Act 2063. We handle Registration from very initial phase. Process of incorporation includes consultations, reservation of company name, drafting of required documents and start the registration procedures and as post registration we handle all related compliances and due diligences.

2. Registration of Public Companies

Lawin and Partners assists you in registration and conversion of private company to public company and its requirements due diligences also drafting required agreements. 

3. Registration of Profit not distributing Companies in Nepal

Company not distributing profits means company incorporated under chapter 19 of Companies Act. It is incorporated with motive of public welfare rather than profit motive, additionally can register NGOs, INGO.

Need a company registration from Company Lawyers in Nepal? Connect us

Lawin and Partners your company Partner assist on below mentioned procedural practices under Company Law of Nepal.

 

Drafting of Documents

Drafting of Documents

Company incorporation requires strong Memorandum of Association (MOA), Article of Association (AOA) and our company law services includes drafting of documents meeting the objectives of our clients for the business and also various document drafting includes like minutes, share transfer documents, shareholders agreements, amendments as per company structures. 

Post Registration/Regulatory Approvals

Post Registration/Regulatory Approvals

After completion of the registration work, we assist our corporate clients in registration of company in governments regulatory bodies. Contract drafting, PAN/VAT registration, Local authority registration, shareholders agreements in regulatory bodies.

Annual Filling and Compliances

Annual Filling and Compliances

Lawin practice areas includes the renewal of certificate of incorporations and each company register under OCR must comply with annual compliances as per Companies Act of Nepal. Our Expert company lawyers help in overall structuring of companies with assisting in agreements, negotiations documents with financial, legal and technical due diligence and deliberate litigation if disputes arise.

Drafting of Constitutions, Bylaws, Employment Contracts, Policies

Drafting of Constitutions, Bylaws, Employment Contracts, Policies

Our law firm in Nepal helps for smooth and healthy operation of the companies registered, for this ensuring institution transparency, corporate governance is required and we assist on the same.

Dispute Resolution

Dispute Resolution

Corporate Law firm in Nepal, Lawin and Partners in Nepal skillfully handles any disputes in the company. Through mediation, arbitration and litigation our team ensures your best interest. We resolve disputes representing our clients before OCR, special tribunals, breach of fiduciary duty claims, employment termination and labor related disputes in the labor department and court. 

Dissolution and Liquidation of Company

Dissolution and Liquidation of Company

Lawin and Partners, Law firm assists our clients in winding up of a company, whether   through voluntary liquidation or court-ordered dissolution and final reporting to the OCR.

Our dedicated focus on Nepal Company and Corporate Law and our ability to seamlessly integrate regulatory compliance with transactional advisory make us the premier choice for businesses seeking legal certainty and strategic advantage in the Nepalese market.

Legal Advice from Lawin and Partners (Law Firm in Nepal) 

We welcome inquiries regarding Registration companies under Company Law in Nepal. 

Major challenges are the procedural complexities therefore expert guidance on Business registration under company law in Nepal is mandatory. Lawin and Partners (Law Firm in Nepal) have advice several international companies and business and have been legal partner in each step during operation of business.

Our experienced company lawyers in our Law firm in Nepal, assist strongly in providing advice for structuring and restructuring of companies, merger and acquisitions, Getting Documentations and approvals from regulatory bodies, Compliances and Due Diligence.

Contact our experts
Consult Lawin and Partners
Frequently Asked Question
Memorandum of Association (MOA) must specify an authorized capital that is realistic for the company's stated objectives and operations. The company must ensure its paid-up capital is sufficient to meet the initial regulatory fees and business needs.
Tax depends on the capital amount or authorized capital of the company.

The primary differences lie in size, capital access, and compliance burden:

  • Share Transfer: Private companies restrict the transfer of shares; public companies allow free transfer.
  • Minimum Shareholders: Private companies require at least 1 shareholder (and a maximum of 50); Public companies require at least 7 shareholders.
  • Capital: Public companies typically have larger capital requirements and can raise funds from the general public (via IPOs), which private companies cannot.
  • Compliance: Public companies face much stricter reporting and governance requirements from the OCR 

The physical registration process at the Office of Company Registrar (OCR) takes 2 weeks.

Yes, foreigners and foreign companies can register a business in Nepal, primarily through Foreign Direct Investment (FDI). This process requires prior approval from the Department of Industry (DOI) before registering the company at the OCR.

Private companies must adhere to mandatory annual filings with the OCR. The most critical are:

  1. Annual General Meeting (AGM) Minutes/Resolutions: 
  2. Financial Audit : Must be submitted annually.
  3. Annual Report 
  4. Failing to file these documents by the stipulated deadlines results in penalties and fines

Private companies must adhere to mandatory annual filings with the OCR. The most critical are:

  1. Annual General Meeting (AGM) Minutes/Resolutions: 
  2. Financial Audit : Must be submitted annually.
  3. Annual Report 
  4. Failing to file these documents by the stipulated deadlines results in penalties and fines
  • MOA (Memorandum of Association): Defines the company's scope, objectives, and external relationship. It is the charter of the company.
  • AOA (Articles of Association): Governs the internal management and operations of the company, setting out rules for meetings, board powers, share transfers, and the rights of shareholders.

No. While a Private Limited Company can engage in activities that benefit the community, its primary legal purpose is profit-making, and it is governed by the Companies Act

No. While a Private Limited Company can engage in activities that benefit the community, its primary legal purpose is profit-making, and it is governed by the Companies Act

No. While a Private Limited Company can engage in activities that benefit the community, its primary legal purpose is profit-making, and it is governed by the Companies Act

These terms represent two distinct stages in the process of closing a company:

  • Liquidation (or Winding Up): This is the process of closing the company realizing the company's assets, paying off its liabilities (creditors), and settling its affairs. 
  • Dissolution: This is the final act that legally ends the company's existence. Once the liquidator certifies that all assets have been disposed of and all debts have been cleared 

Share This Practice

Get in Touch with Our Legal Experts

Have a question or need legal assistance? Fill out our contact form and our team of experienced lawyers in Kathmandu, Nepal will get back to you promptly.

Please include your WhatsApp or Viber number in the phone section if you'd prefer a direct call from one of our legal professionals.

We are here to provide trusted legal support tailored to your needs.

Connect with our professional lawyers in Nepal :

Follow Our Law Firm on Social Media :

REACH OUT TO US AT ANY TIME

More Practice Areas

View All
Foreign Direct Investment (FDI)

Foreign Direct Investment (FDI)

Expert FDI lawyers in Nepal advising foreign investors on market entry, regulatory approvals, compli...

Learn More
Criminal and Corporate Litigation

Criminal and Corporate Litigation

In the dynamic Nepalese legal and commercial landscape, business conflicts, online crimes, civil and...

Learn More
Intellectual Property Law

Intellectual Property Law

Lawin and Partners' is a leading and best intellectual Property Law Firm in Nepal, assisting our...

Learn More
Labor & Employment Law

Labor & Employment Law

At Lawin and Partners, we understand that proper Labor and Employment compliance is not just a legal...

Learn More
Tax Law

Tax Law

Lawin and Partners is the leading taxation Law firm in Nepal.  Relying on Income, Value Added T...

Learn More
Immigration Law

Immigration Law

At Lawin & Partners, expert Immigration Lawyers serve in providing comprehensive immigration sol...

Learn More
Tort Law

Tort Law

We have vigorously litigated thousands of medical malpractice and personal injury cases, insurances...

Learn More
Non-Resident Nepali (NRN) Law

Non-Resident Nepali (NRN) Law

NRN Lawyers  advices Nepalese citizens staying abroad, persons of Nepalese Origin called Non-Re...

Learn More
Energy & Infrastructure Law in Nepal

Energy & Infrastructure Law in Nepal

Lawin and Partners, over the years,assisted and advised a vast number of clients in a variety of ene...

Learn More
Comercial Contracts & Corporate Agreements

Comercial Contracts & Corporate Agreements

To build business certainty, clarity and security implications of contracts and agreement are fundam...

Learn More
Real Estate & Construction Law

Real Estate & Construction Law

At Lawin & Partners, we provide practical guidance as your trusted Property Law Firm in Kathmand...

Learn More
Insolvency Law in Nepal

Insolvency Law in Nepal

Insolvency Law's (Insolvency Act, 2063) is primary law for company to govern when business is no...

Learn More
WhatsApp Viber Call