At Lawin and Partners, we provide high-level Legal Compliance Services in Nepal, helping domestic companies, foreign investors, and non-profits and International organization with strategic necessities.
Corporate compliance in Nepal is governed under Companies Act, 2063, Compliance services of tax, banking, and corporate regulators.
As a premier Law Firm for Company Compliance Services in Nepal, we offer Company Registration & Structuring:
Tailoring charters (MoA/AoA) to align with 2026 reforms, including sweat equity and non-cash share issuance.
Ongoing Statutory Compliance & Filings:
Managing mandatory annual returns, including Form 21, financial statements, and auditor appointments.
AGM & Board Meeting Compliance:
Ensuring formal minutes and resolutions are drafted and archived according to statutory standards.
Beneficial Ownership Disclosure:
Assisting entities in fulfilling the 2026 mandatory disclosure requirements for ultimate beneficial owners (UBO).
ROC Filings and Updates:
Promptly reporting changes in shareholding, directorship, or registered office to the OCR.
AML/CFT Advisory:
Implementing robust "Know Your Customer" (KYC) and anti-money laundering protocols.
Labor & Employment Compliance:
Drafting contracts and HR policies that comply with the Social Security Fund (SSF) and the Labor Act, 2074.
Corporate Compliance Audits:
Conducting periodic legal health checks to identify and remediate dormant risks.
Our practice ensures alignment with:
.The Companies Act, 2063 (with 2026 Amendments).
.Income Tax Act, 2058 & VAT Regulations.
.Labor Act, 2074 & Social Security Act, 2074.
.Asset (Money) Laundering Prevention Act, 2064.
.Primary Regulators: OCR, Inland Revenue Department (IRD), Nepal Rastra Bank (NRB), and Department of Industry (DOI).
We act as your Corporate Compliance Lawyer in Nepal, provide preventive legal strategy, regulator engagement, practical solutions in all your business process.
Non-Governmental Organizations (NGOs) and International NGOs (INGOs) in Nepal face legal problems in injection of fund utilization, project alignment, and transparency. Failure to comply can result in project suspension or the freezing of foreign funding.
NGO & INGO Compliance Services of our Firm Includes:
We are a trusted Law Firm for NGO and INGO Compliance, providing specialized services including:
NGO & INGO Registration and Renewal:
Handling initial affiliations and annual/periodic renewals with the DAO and SWC.
Social Welfare Council (SWC) Compliance:
Navigating project approvals (General Agreement & Project Agreement) and mid-term evaluations.
Project Reporting:
Assisting in the preparation of progress reports and fund utilization statements.
Donor Compliance Advisory:
Ensuring local operations align with both international donor requirements and Nepalese law.
Expatriate Staff Compliance:
Managing work permits and non-tourist visas for foreign representatives.
Foreign Funding & Banking Compliance:
Ensuring all cross-border transfers are pre-approved and comply with Nepal Rastra Bank (NRB) directives.
Regulatory Defense:
Representing organizations in cases of suspension, cancellation, or allegations of fund misuse.
Our NGO Compliance in Nepal services cover interactions with:
The Social Welfare Council (SWC)
District Administration Office (DAO)
Department of Immigration & Department of Labour
Ministry of Finance & Inland Revenue Department
Project Delays:
Avoiding administrative bottlenecks that stall humanitarian or development work.
Fund Misuse Allegations:
Ensuring airtight documentation to prevent financial investigations.
Reporting Failures:
Managing the complexity of submitting different reports to multiple ministries simultaneously.
Visa Issues:
Securing the legal status of international staff against shifting immigration policies.
Companies must file their Annual Returns and Audited Financial Statements within six months of the fiscal year-end (typically by mid-January). Failure to meet this deadline triggers daily compounding fines at the Office of the Company Registrar (OCR).
Failure to hold an AGM is a significant governance breach. It can lead to penalties for directors, a block on updating company records (like changing directors or increasing capital), and may result in the company being flagged as "Inactive" by the OCR.
NGOs must renew their registration annually at the District Administration Office (DAO). Additionally, they must renew their affiliation with the Social Welfare Council (SWC) every three years if they receive foreign funding or implement large-scale projects.
Generally, INGOs are required to implement their activities through local NGO partners. Direct implementation is only allowed in exceptional circumstances with specific SWC approval.
A Project Agreement is a tripartite contract between the INGO, the SWC, and the local partner. It outlines the budget, activities, and targets. Operating without an approved Project Agreement is illegal and can lead to the deportation of expatriate staff or cancellation of the INGO’s permit.
No. While they may get "Tax Exempt Status" for donor income, they are still liable for Withholding Tax (TDS) on salaries and rent, and they must file annual income tax returns to obtain a Tax Clearance Certificate.
Penalties depend on the company's authorized capital. For a standard private company, fines typically start around NPR 5,000 and can escalate to NPR 50,000 or more if the delay exceeds one year.
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.
Phone : +9779841933745, +9779841933745
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