Practice Overview
Company Law, as our critical area of legal practice, governs the formation, operation, and dissolution of business entities.
The primary legislation governing company law in Nepal is the Companies Act, 2063 (2006).The Companies Act, 2063 (2006) covers various aspects of company formation and operation, including the types of companies that can be established (such as private limited companies and public limited companies). It covers the types of company incorporable, rights & responsibilities of shareholders, directors, procedure for mergers, acquisitions, and liquidations.
In recent years, Nepal has made efforts to improve its business environment and attract foreign investment, leading to ongoing reforms in company law. As a result, legal professionals specializing in company law are necessary in guiding businesses through corporate regulations for smooth business operations. In recent years, Nepal has made efforts to improve its business environment and attract foreign investment, leading to ongoing reforms in company law.
The Prime Factor
The Firm has extensive experience in Company Incorporation, either Nationally or through Foreign Direct Investment.
Company Lawyers in Nepal
Our Services
Company incorporation is the legal process of forming a new business entity. It involves registering the company with relevant authorities, creating founding documents, and obtaining necessary licenses. Incorporation separates the company's assets and liabilities from its owners, providing personal liability protection. The process typically includes choosing a business structure, selecting a unique company name, appointing directors and officers, drafting articles of incorporation, and filing required paperwork. Once incorporated, the company becomes a distinct legal entity capable of entering contracts, owning property, and conducting business. Incorporation offers benefits such as credibility, potential tax advantages, and easier access to funding, making it a crucial step for many growing businesses.
Corporate governance advisory services provide guidance to organizations on establishing and maintaining effective governance structures and practices. These services help companies comply with regulatory requirements, industry standards, and best practices. Advisors assist in developing governance frameworks, board policies, and risk management strategies. They offer expertise on board composition, director responsibilities, and succession planning. Corporate governance advisory also covers areas such as executive compensation, shareholder rights, and ethical business practices. Advisors help companies enhance transparency, accountability, and decision-making processes.
Company compliance and updates involve ensuring a business adheres to all applicable laws, regulations, and industry standards. This ongoing process requires staying informed about changes in legislation and updating company policies and procedures accordingly. Compliance activities include maintaining proper licenses, permits, and registrations, filing required reports and returns, and meeting financial reporting obligations. Companies must also comply with employment laws, health and safety regulations, and data protection requirements. Regular internal audits help identify and address compliance gaps.
Company dissolution and insolvency processes address situations where a business ceases operations or becomes unable to meet its financial obligations. Dissolution involves the formal closure of a solvent company, including settling debts, distributing assets, and deregistering the entity. Insolvency occurs when a company cannot pay its debts as they become due. Options for insolvent companies include restructuring, administration, or liquidation. These processes involve appointing insolvency practitioners, notifying creditors, and following legal procedures to wind up the company's affairs. Asset realization, debt repayment, and proper documentation are key aspects.
A share registry is a comprehensive record-keeping system for a company's shares and shareholders. It maintains up-to-date information on share ownership, including shareholder names, addresses, and the number and class of shares held. The registry tracks share transfers, issues new share certificates, and records changes in shareholding. It plays a crucial role in corporate actions such as dividend payments, rights issues, and voting at general meetings. Share registries ensure compliance with regulatory requirements and facilitate communication between the company and its shareholders.
Corporate approvals encompass the formal decision-making processes within a company, ensuring that actions and transactions are properly authorized. This includes obtaining necessary approvals from the board of directors, shareholders, or other designated bodies as required by law and company constitution. Corporate approvals cover a wide range of matters, such as major contracts, financial commitments, changes in company structure, and strategic decisions. The process typically involves preparing documentation, conducting meetings, recording minutes, and obtaining required signatures. Proper corporate approval procedures help maintain good governance, protect stakeholder interests, and ensure compliance with legal and regulatory requirements.
The Annual General Meeting (AGM) is a mandatory yearly gathering of a company's shareholders and directors. It serves as a forum for reviewing the company's performance, financial statements, and future plans. During the AGM, shareholders exercise their voting rights on matters such as appointing directors, approving dividends, and selecting auditors. The meeting agenda typically includes presenting annual accounts, directors' reports, and addressing shareholder questions. AGMs provide an opportunity for direct communication between management and shareholders, promoting transparency and accountability. Proper notice, quorum requirements, and minute-taking are essential elements of a valid AGM.
Our Experience
- Successfully incorporated over 500 companies across various sectors in Nepal, including manufacturing, IT, hospitality, and financial services.
- Advised multiple multinational corporations on establishing their presence in Nepal
- Conducted comprehensive corporate governance reviews.
- Provided ongoing compliance support to over multiple companies
- Represented clients before regulatory bodies
- Assisted in the voluntary liquidation of several companies