Most corporate disputes in Nepal can be traced back to the first month of a company's life: a shareholder agreement nobody signed, a share transfer never recorded at the Office of the Company Registrar, a board decision taken without minutes. We set companies up so that those gaps never open, and we keep them closed as the business grows.
Our work covers incorporation and registration at the Office of the Company Registrar (OCR), memoranda and articles drafted for how the owners actually intend to run the business, shareholder agreements, board and general meeting procedure, annual returns, and the tax and labour registrations that follow. Because we also defend directors in criminal matters, we draft every resolution knowing how a regulator or investigator will later read it.
The statutes that govern this area, and what each one means for your matter.
The core statute for private and public companies: registration at the OCR, share capital and transfers, directors' duties, general meetings, annual filings, and offences committed by companies and their officers.
Fines and personal liability for officers in default
Governs registration of industries, their classification, and the facilities and incentives available to them, which shape where and how a business is set up.
Tax registration and periodic returns that run alongside corporate filings. Inconsistencies between tax and company records are a frequent starting point for investigations.
Sets the minimum terms for employment contracts, working conditions and termination, and applies from the first employee a company hires.
Structure the business
We advise on the right vehicle, capital structure and ownership split before anything is filed, including the tax and exit consequences of each option.
Draft the constitution
Memorandum, articles and shareholder agreement written to match how decisions will really be made, with deadlock, transfer and exit clauses that work.
Register and obtain licences
OCR incorporation, then the PAN, VAT, industry and sector registrations the business needs to operate lawfully.
Run a clean calendar
Board meetings, general meetings, minutes, registers and annual returns, tracked and prepared so nothing lapses.
Health-check and remediate
Periodic reviews that catch unrecorded share transfers, missing approvals or stale filings and put them right before they become disputes.
What is at stake
Poor corporate housekeeping is rarely harmless. Missed filings attract fines, unrecorded transfers can leave ownership open to challenge, and false or careless statements in company documents can expose directors personally to civil and criminal liability.
Do we really need a shareholder agreement if we have articles?
In most cases, yes. Articles are a public document with standard clauses; a shareholder agreement records the private commercial deal between owners, such as funding obligations, vesting, deadlock resolution and exit rights.
Can a director be personally liable for the company's offences?
Yes. Nepali law can hold the officers responsible for a company's conduct personally liable where offences are committed under their management or with their knowledge. Accurate minutes and proper approvals are the best protection.
We have been operating for years without proper filings. What now?
Act before a dispute or inspection forces the issue. We review the records, identify every gap, and regularise them with the OCR and other authorities in the right order.
General legal information for public awareness, not legal advice for your specific situation. Consult an advocate →
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