Corporate and commercial work is the spine of the practice. It covers the moment a business comes into existence, every structural change it goes through afterwards and the contracts that carry its revenue.
What this area covers
- Incorporation of private limited, public limited and single shareholder companies
- Drafting and amending the memorandum and articles of association
- Share allotment, share transfer, buy back and capital restructuring
- Shareholder agreements, founder agreements and vesting arrangements
- Board resolutions, delegation of authority and corporate governance policy
- Mergers, acquisitions, amalgamation and due diligence support
- Commercial contracts: supply, distribution, agency, service and licensing
- Winding up, striking off and voluntary liquidation
Questions about corporate and commercial law
What is the difference between a private limited company and a sole proprietorship in Nepal?
A private limited company is a separate legal person registered at the Office of the Company Registrar, so the liability of the shareholders is limited to the value of their shares. A sole proprietorship, usually registered at the ward office or the Department of Cottage and Small Industries, has no separation between the owner and the business, so the owner carries the full liability personally. Companies also open doors that proprietorships often cannot: raising equity, taking on a foreign partner, bidding for larger contracts and building a transferable asset.
Can a company in Nepal be owned by one person?
Yes. The Companies Act allows a single shareholder private company. It still needs a registered office, a share structure and the same annual filings as a company with several shareholders, so the compliance obligation does not disappear.
Do all shareholders need to be physically present to register a company?
No. Registration is completed through the Office of the Company Registrar portal with signed and notarised documents. We arrange authorisations so shareholders who live outside Kathmandu or outside Nepal can complete their part remotely.
Is a shareholder agreement necessary if we already have articles of association?
They do different jobs. The articles govern the company as a matter of public record. A shareholder agreement is a private contract between the owners and is where you deal with deadlock, exit, drag along and tag along rights, vesting and what happens when a founder leaves. Most disputes we are asked to resolve started with articles alone.