The primary legislation governing corporate entities in Nepal is:
The Companies Act, 2006 (2053 BS), which specifies the guidelines for company establishment, management, and dissolution.
The Foreign Investment and Technology Transfer Act of 1992 governs technology transfer agreements and foreign investments in Nepal. It lays forth the requirements for foreign involvement in local firms and defines procedures for international investors.
The Bank and Financial Institutions Act (BAFIA), enacted in 2017, governs the establishment, functioning, and adherence to financial regulations of banks and financial institutions.
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Delta Law Firm helps customers construct partnerships, public limited corporations, and private limited companies, among other business entities. This includes drafting and filing the necessary documents with the Office of the Company Registrar (OCR) and ensuring compliance with local laws.
We also offer advice on the organization's governance and structure, as well as the duties and responsibilities of its officers and directors.
Delta law ensures businesses follow regional guidelines and standards, such as those established by the Securities Board of Nepal (SEBON) and other regulatory organizations.
In addition, we offer legal assistance for joint ventures, mergers, and acquisitions. This covers negotiating the regulatory environment, creating transaction documentation, and conducting due diligence.
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Corporate Law
Advocate |Founder |Managing Partner
Mr. Babu Ram Aryal
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Addresses frequently asked questions concerning company formation, legal requirements, and regulatory obligations in Nepal in a clear and understandable manner to assist businesses in navigating difficult legal issues.
As per the section 4 and 5 of the Company Act 2063 (“Company Act”), the process for registration of a company in Nepal involves the following steps: -
Firstly, the company’s proposed name should be reserved through the online portal of the Office of Company Registrar (“Office”). This step is basically the step to seek approval of the Company’s name from the Office.
The Office, following its examination of the proposed name of the Company as submitted pursuant to (a), approves the name if it is found to be within the prescribed provisions of the act. The Office gives or declines the name approval within 15 days of submitting the application for the same.
Following the approval of the name from the Office, a company can be registered by uploading the following documents of the Company in the Office’s online portal along with an application to incorporate the company:
Memorandum of Association (“MOA”),
Articles of Association (“AOA”)
A copy of the agreement between promoters, if any, in case of public companies,
A copy of consensus agreement between shareholders in case of private companies,
Prior approval from a specific body or authority, if needed, in case of a company operating a specific kind of business,
Copy of citizenship certificates in case the promoters are Nepali citizens. In case the promoters are legal persons, the certificate of registration of such legal person, board resolution regarding promotion of the company, and the main written document regarding incorporation of such legal person,
In case the promoter is a foreign national or a company registered in a foreign country, the approval of foreign investment from the Department of Industries (“DOI”) or the Investment Board of Nepal (“IBN”),
In case the promoter is a foreign national, a document showing nationality of such foreign individual,
Certificate of registration and the main document regarding incorporation of a foreign legal person in case such foreign legal person is the promoter.
Upon receiving application along with documents as listed above, the Office registers the company within seven days, after collecting the prescribed fees.
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