Nepal Company Act
November 16, 2023 By Pjay Shrestha

Decoding the Nepal Company Act: A Guide for Investors


Investing in Nepal presents a unique opportunity for both local and international investors. Understanding the Nepal Company Act is critical for navigating the business environment effectively. This comprehensive guide highlights key aspects of the Act, aiding investors in making informed decisions.

Key Changes in the Nepal Company Act

  1. Simplified Share Issuance: The amendment to the Act eases the process of issuing shares at a premium, especially benefiting private and unlisted companies.
  2. Telecommunication Sector Reforms: A new requirement for telecommunication service providers to register as public limited companies.
  3. Investment Ceiling Exemptions for Investment Companies: The Act now allows investment companies to bypass previous investment ceilings.
  4. No Mandatory Conversion for Private Companies: The Act removes the requirement for mandatory conversion of private companies in specific shareholding scenarios.
  5. De-registration Provisions for Defunct Companies: Introduces a grace period and simplified procedures for de-registering defunct companies.
  6. Increased Shareholder Limit for Private Companies: The limit has been increased to 101 shareholders.

Foreign Investment in Nepal

  • Automatic Approval Process: Investments of up to NPR 10 million are automatically approved, with an online system for application.
  • Investment Opportunities: The Nepal Rastra Bank and OCR have automation systems to facilitate foreign investment in specific industries.

Business Establishment for Foreign Investors

  • Company Formation Options: Investors can form private limited companies (with a single shareholder) or public limited companies (requiring at least seven shareholders).

Challenges and Opportunities in Nepal's Business Environment

  • Challenges: Political instability, corruption, bureaucratic inefficiencies, and limitations on foreign investment in certain sectors.
  • Opportunities: Strategic location between India and China, potential in sectors like hydropower, agriculture, tourism, and ICT.

Government's Stance and Legal Framework

  • Policies Toward FDI: While the Government of Nepal (GoN) is positive towards FDI, challenges in translating policies into practice persist.
  • Legal and Regulatory Framework: Various acts including FITTA, PPIA, and the Company Act influence foreign investment.


Summarise the potential of Nepal as an investment destination for Australian investors, emphasising strategic approaches to navigate challenges and leverage opportunities. 

Disclaimer: This article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.

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