← All practice areas
Mergers & acquisitions
Share and asset transactions, due diligence, and the regulatory approvals a change of control requires.
We act on the acquisition and disposal of Nepali companies and businesses, whether structured as a share transfer, an asset transfer or a merger under the Companies Act 2063.
Diligence in Nepal has particular pressure points: land title and its transferability, whether foreign investment approvals were properly obtained and recorded, employee entitlements accrued under the Labour Act 2074, and tax positions that survive a change of ownership. Where the buyer is foreign, the transaction also needs approval under FITTA 2019, and the timing of that approval usually determines the transaction timetable.
Services
- Legal due diligence and red-flag reporting
- Share purchase and asset purchase agreements
- Merger and amalgamation under the Companies Act
- Foreign investment approval for change of control
- Competition and regulatory clearances
- Transitional services and post-completion integration
- Escrow, warranty and indemnity arrangements
Statutes
- Companies Act 2063 (2006)
- Foreign Investment and Technology Transfer Act 2019 (FITTA)
- Income Tax Act 2058 (2002)Capital gains on disposal
- Competition Promotion and Market Protection Act 2063 (2007)
- Securities Act 2063 (2007)Listed company acquisitions
Regulators
- Office of the Company Registrar
- Department of Industry
- Inland Revenue Department
- Securities Board of Nepal