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Company Law in Nepal

Detailed legal guidance on company formation, compliance, governance, transactions and disputes under the Companies Act, 2063 (2006).

Who We Are

Nepal’s Premier Company Law Advisors

We advise startups, SMEs and established companies on formation, regulatory compliance, commercial contracts, and corporate governance under the Companies Act, 2063 (2006). Our practical approach helps businesses meet legal requirements while supporting long-term growth.

Beyond incorporation, we serve as dedicated legal advisors — drafting well-structured commercial agreements and providing guidance in dispute resolution so your operations remain secure and successful.

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Bringing in foreign capital?

If you’re a foreign investor or planning a foreign-owned company, see our dedicated Foreign Investment (FDI) guide — eligibility, approvals, minimum investment, and repatriation.

View FDI Guide
Core Expertise

Company Incorporation Services

We simplify the complexities of registering with the Office of the Company Registrar (OCR). Every legal step is handled with meticulous due diligence, allowing you to focus on growing your business.

Company TypeGeneral PurposeKey Consideration
Private Limited CompanyThe most common structure for privately held businesses, startups and growing enterprises. No statutory minimum capital in most sectors.Ownership and share transfer remain restricted within the private company structure.
Public Limited CompanySuitable for businesses that intend to raise capital from the public or list on the stock exchange.Governance, AGM, reporting and disclosure obligations are more extensive than for private companies.
Profit-Not-Distributing CompanyEstablished for charitable, social or non-profit purposes where profits or savings are not distributed to members as dividends.The company’s objectives and use of funds must comply with the applicable legal framework.

How Registration Works at the OCR

Registration is completed through the OCR’s online CAMIS portal (camis.ocr.gov.np) and generally takes about 7–21 days once documents are in order.

01
Name Reservation

Reserve and get approval for your proposed company name on CAMIS.

02
Draft MOA & AOA

Prepare the Memorandum and Articles of Association and supporting forms.

03
Submit & Verify

Submit documents online with promoter citizenship/passport details; OCR examines and verifies.

04
Certificate of Incorporation

OCR issues the registration certificate once verification is complete.

05
Ward Registration

Register the business at the local ward office.

06
PAN / VAT Registration

Register for a Permanent Account Number (and VAT, if applicable) with the Inland Revenue Office.

07
Bank Account & Registers

Open a company bank account and set up statutory registers and the share ledger.

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Sector Registrations

Complete any industry-specific or Social Security Fund registrations that apply to your business.

Your Dedicated Corporate Legal Partner

Beyond incorporation, we serve as dedicated legal advisors — drafting airtight contracts, providing guidance in dispute resolution, and helping your business stay compliant in Nepal’s evolving legal landscape.

Our Services

Comprehensive Corporate Services

End-to-end legal support ensuring your business remains compliant, protected, and successful. Click each service to explore in detail.

01
Post-Incorporation Filings

Securing your registration is only the first step. We handle mandatory post-incorporation requirements to keep your business in good standing with the OCR and other authorities.

Timely submissions to the Company Registrar’s Office
PAN, VAT and ward-office registration follow-up
Statutory registers and share ledger setup
02
Annual Compliance Services

Every registered company must hold an Annual General Meeting within six months of its fiscal year-end and file its annual return with the OCR within 30 days of the AGM, supported by audited financial statements. We manage this calendar so nothing is missed.

AGM scheduling and minute-keeping
Coordination with your statutory auditor
Annual return filing on CAMIS within deadline
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Company Restructuring

Restructuring involves complex financial and legal shifts. We manage the overall legal framework for corporate restructuring in Nepal with precision, strategy, and full compliance.

Complete documentation and legal filings
Strategic negotiation and deal structuring
Full compliance with statutory requirements
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Drafting, Negotiation & Transaction Documents

Precision in paperwork is the best defense against future litigation. Our practice ensures every contract is carefully drafted and every transaction is legally protected and dispute-proof.

Contracts drafted by senior counsel
Interest-protection clauses and legal safeguards
Dispute-mitigation strategies built into every document
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Corporate Governance

We help you build a lasting reputation for integrity and transparency through robust internal frameworks that satisfy regulators, shareholders, and stakeholders alike.

Policy crafting for boards and executive management
Director duties and board-meeting compliance
Governance audits and framework implementation
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Mergers & Acquisitions

Before acquiring or investing in a company, legal due diligence helps identify ownership, contractual, regulatory and potential liability issues.

Legal due diligence on records, contracts & disputes
Transaction structuring and negotiation
Closing, corporate approvals & post-transaction compliance
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Corporate Dispute Resolution

As a leading corporate firm, we represent clients in complex legal disputes with a strategic focus on achieving favorable outcomes through all available legal and alternative channels.

Multi-channel resolution — court, arbitration, mediation
Diligent representation at every stage
Client-interest-first strategy throughout
After Incorporation

Corporate Compliance Ecosystem

Incorporation is only the beginning of a company’s legal life. Every company must continue to maintain corporate records and meet statutory, regulatory and audit requirements — non-compliance carries escalating fines under the Companies Act.

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AGM & Annual Filings

AGM within 6 months of fiscal year-end; annual return filed with OCR within 30 days after.

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Statutory Audit

Audited financial statements from an ICAN-registered auditor are mandatory, regardless of company size.

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Shareholder Updates

Maintain and update shareholder and capital-structure information with the OCR.

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Corporate Records

Maintain statutory registers, resolutions, minutes and other records under Sections 80–81.

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Director Changes

Appointment, resignation or changes in directors filed as per law.

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Tax Compliance

Income tax, VAT and other regulatory filings alongside company-law obligations.

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Capital Changes

Legal assistance for changes to a company’s authorized or issued share capital.

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Shareholder Changes

Share transfers, ownership changes and related documentation.

Missed filings escalate from monetary fines to director liability and, in persistent cases, administrative deregistration — an annual compliance calendar avoids this entirely.
Corporate Dispute Resolution

Corporate & Commercial Disputes

Corporate disputes may arise between shareholders, directors, business partners, companies, employees, suppliers or other contractual parties. Early legal assessment helps identify practical options for resolving the dispute.

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Negotiation

Parties attempt to resolve the dispute directly through structured negotiation.

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Mediation

A neutral process helps parties reach a mutually acceptable settlement.

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Arbitration

Where an arbitration agreement exists, disputes may be resolved through arbitration.

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Court Proceedings

Where litigation is appropriate, we assist with the relevant court process.

How We Work

Our 4-Step Legal Process

A structured roadmap protecting your business interests from the very first call to long-term compliance.

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01
Consultation & Assessment
We understand your business goals and evaluate the best corporate structure under Nepal’s Companies Act.
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02
Document Preparation
Every legal document prepared with meticulous accuracy — MOA, AOA, declarations, and all regulatory paperwork.
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03
Filing & Registration
All filings handled with the Office of the Company Registrar and relevant government authorities on your behalf.
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04
Ongoing Advisory Support
Post-registration, we remain your dedicated legal partner — compliance, contracts, governance, and dispute resolution.
Our Track Record

Trusted by Businesses
Across Nepal

From growing local enterprises to established companies — Shubham Law Associates has been the legal backbone for hundreds of companies.

Start Your Journey
25+
Companies Incorporated
10yr
Years of Practice
98%
Client Satisfaction
5★
Consistent Ratings
Why Shubham Law

The Shubham Law Associates Difference

Our legal team provides a collective and comprehensive solution for companies in Nepal — professional due diligence meets a client-centric approach.

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Collective Legal Expertise

A multidisciplinary team covering all aspects of Nepal’s corporate law landscape — from registration to restructuring and dispute resolution.

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Client-Interest First, Always

Your business interests and legal safety are the absolute top priority in every engagement, every document, and every negotiation.

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Meticulous Due Diligence

No detail is overlooked. Every document, filing, and contract is reviewed with precision and signed off by senior legal counsel.

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Global Reach, Local Depth

From multinational firms entering Nepal to local enterprises — we understand both international standards and Nepal’s legal nuances.

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Proven 5-Star Track Record

Continual 5-star client ratings earned through profound dedication to every client’s success — not just case closure, but ongoing partnership.

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Airtight Legal Protection

Precision in every contract, every agreement, every filing — because the best defense against future disputes is bulletproof paperwork today.

Frequently Asked Questions

Company Law FAQs

Quick answers to the questions we hear most from founders and businesses.

Q
How do I register a company in Nepal?

Registration involves reserving a company name, preparing the Memorandum and Articles of Association, and submitting the application through the OCR’s CAMIS portal. Additional tax, ward and sector-specific registrations follow after incorporation.

Q
How long does company registration take?

With documents in order, registration through CAMIS typically takes about 7–21 days, though this can vary based on OCR workload and completeness of the submission.

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What types of companies can be registered in Nepal?

Private limited, public limited, and profit-not-distributing companies, under the Companies Act, 2063.

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Is an Annual General Meeting mandatory?

Public companies must hold an AGM within six months of fiscal year-end. Private companies are generally exempt from a compulsory AGM but must approve annual accounts and key decisions by written resolution, and still file the annual return with the OCR.

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Is a statutory audit mandatory for every company?

Yes — every registered company, regardless of size or turnover, must have its accounts audited annually by an auditor registered with the Institute of Chartered Accountants of Nepal (ICAN).

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Does a company need legal support after incorporation?

Yes — companies typically need ongoing help with annual compliance, corporate records, resolutions, shareholder changes, contracts, restructuring, regulatory matters and disputes.

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Can corporate disputes be resolved without going to court?

Depending on the dispute and applicable contract or law, parties may explore negotiation, mediation or arbitration before or instead of court proceedings.

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Is a foreign investor registering a company different from this process?

Company registration itself follows the same OCR process, but foreign investors must first obtain foreign investment approval under FITTA before incorporating. See our Foreign Investment (FDI) guide for the full process.

Ready to Get Started?

Let’s Build Your Business
on a Solid Legal Foundation

Speak with our corporate law team to discuss your business requirements and receive practical legal guidance.

Legal Information Notice: The information on this page is provided for general informational purposes and does not constitute legal advice for a specific transaction or business. Company, tax and regulatory requirements may change through legislation, regulations, government notifications or administrative procedures. Businesses should obtain advice based on the specific facts and current applicable law before taking legal or financial action.

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