Introduction to Medha Law and Partners
Medha Law and Partners is a corporate law firm in Nepal providing structured legal services, advisory, compliance assistance, and representation across commercial, regulatory, and transactional sectors. The firm operates from Kathmandu and serves domestic clients, foreign investors, multinational companies, and development sector institutions. Nepal’s legal system operates under the Constitution of Nepal 2015, National Civil Code 2017, Civil Procedure Code 2017, Companies Act 2006, Contract Act 2000, Labour Act 2017, Foreign Investment and Technology Transfer Act (FITTA) 2019, and Intellectual Property laws, which guide every legal process. Medha Law and Partners focuses on corporate law, business establishment, commercial transactions, FDI approvals, labour compliance, taxation, IP registration, and dispute resolution. The firm relies on systematic research, statutory interpretation, and practical application of Nepal’s laws to support organizational operations, contractual relationships, and business decisions. Law Firm in Nepal: Lawyers in Kathmandu, Nepal.
Legal Framework of Nepal for Individuals and Businesses
Nepal applies a codified legal system that governs commercial, civil, and administrative activities. The Constitution of Nepal 2015 provides the fundamental basis for rights, governance, and legal operations. Commercial entities primarily function under the Companies Act 2006, which regulates incorporation, governance, shareholding, and dissolution. The Contract Act 2000 governs binding agreements, enforceability, and breach of contract. Foreign investment matters fall under FITTA 2019 and its accompanying regulations. Taxation is governed by the Income Tax Act 2002, VAT Act 1996, and Excise laws. Labour relations are controlled through the Labour Act 2017 and Labour Regulations. Intellectual property protection is granted under the Patent, Design and Trademark Act 1965 and Copyright Act 2002. Courts apply jurisdiction as per the Judicial Administration Act 2016. Businesses rely heavily on these laws for compliance, approvals, dispute settlement, and operational procedures.
Corporate Law Services in Nepal
Corporate lawyers in Nepal provide advisory and documentation support for business structuring, mergers, acquisitions, compliance monitoring, and governance management under the Companies Act 2006. Medha Law and Partners assists companies with board formation, share transfer documentation, shareholder resolutions, Memorandum of Association (MOA), Articles of Association (AOA), and regulatory submissions to the Office of Company Registrar (OCR). Corporate restructuring requires adherence to legal provisions related to capital adjustment, rights of minority shareholders, director duties, and statutory reporting. Nepal’s legal environment requires timely updates of annual returns, share registers, audit reports, and tax filings. Corporate law services also cover due diligence for transactions, risk identification, and compliance review. Lawyers engage in drafting, verifying, and reviewing internal policies to ensure operational continuity and adherence to statutory requirements affecting public and private limited companies.
Commercial Contract Drafting and Review
Commercial contracts in Nepal must comply with the Contract Act 2000, which sets conditions for validity, enforceability, and performance. Medha Law and Partners prepares agreements for supply, distribution, franchising, employment, partnership, leasing, consultancy, technology transfer, and service arrangements. Each agreement must outline obligations, liability, termination conditions, warranties, dispute mechanisms, and indemnity clauses. Reviewing contracts ensures compatibility with Nepalese law and protects clients from unclear terms or enforcement challenges. Many disputes arise from ambiguous provisions or performance failures, so contract clarity is vital for business stability. Drafting includes provisions on arbitration, confidentiality, payment schedules, intellectual property ownership, risk allocation, and governing law. Contracts involving foreign parties may require compliance with FITTA 2019, tax regulations, and cross-border payment rules. Lawyers ensure accuracy, compliance, and risk mitigation for commercial transactions.
Company Registration and Business Setup in Nepal
Company registration in Nepal is regulated by the Companies Act 2006 and administered through the Office of Company Registrar (OCR). Medha Law and Partners assists with name reservation, MOA/AOA drafting, document authentication, and online or in-person registration procedures. Business entities include private limited companies, public limited companies, non-profit organizations, and partnership firms. Registration requires a clear business objective, authorized capital structure, and shareholder details. After company formation, PAN/VAT registration must be completed through the Inland Revenue Department (IRD). Businesses operating commercially require municipal trade licenses and sector-specific approvals such as tourism, education, finance, or health permits. Foreign-owned companies must also comply with FITTA requirements. Lawyers guide the step-by-step process to ensure accuracy, regulatory compliance, and timely registration that aligns with Nepal’s commercial laws and administrative procedures.
Foreign Investment (FDI) and Regulatory Compliance
Foreign investment in Nepal is governed by the Foreign Investment and Technology Transfer Act (FITTA) 2019 and Foreign Investment Regulation 2021. Medha Law and Partners assists foreign investors with project evaluation, investment approval, equity structuring, and compliance requirements. Investments above NPR 50 million must be approved by the Department of Industry (DOI), while large-scale investments fall under the approval authority of the Investment Board Nepal (IBN). Foreign companies must register a local entity, open a foreign currency account, and submit capital arrival documentation through Nepal Rastra Bank (NRB). Technology transfer, royalties, and licensing require specific agreements and regulatory filings. FDI projects must maintain adherence to sector-specific requirements, taxation rules, repatriation procedures, and reporting obligations. Lawyers support investors through every procedural step, documentation requirement, and regulatory evaluation.
Taxation and Legal Compliance Requirements
Taxation in Nepal is enforced under the Income Tax Act 2002, VAT Act 1996, Excise Duty Act, and Customs Act. Businesses must obtain PAN or VAT registration and file monthly, quarterly, and annual returns depending on the nature of transactions. Medha Law and Partners assists individuals and companies in reviewing tax liabilities, withholding tax obligations, and corporate income tax calculations. Corporate entities must maintain accurate accounting records and meet audit requirements under the Companies Act 2006. Failure to comply may result in penalties imposed by the Inland Revenue Department (IRD). Legal compliance also includes labour registration, employee social security contributions under the Social Security Fund Act, environmental clearances, sector permits, and safety standards. Timely compliance contributes to operational consistency and regulatory accuracy for entities functioning in Nepal.
Intellectual Property Registration and Protection
Intellectual property rights in Nepal are governed by the Patent, Design and Trademark Act 1965 and the Copyright Act 2002. Medha Law and Partners supports clients with trademark registration, patent filing, copyright documentation, and industrial design protection. Trademark registration requires submission of application forms, specimen marks, class descriptions, and authorization letters. Patent registration demands a technical description, specification, and evidence of originality. Copyrights protect original literary, artistic, musical, or digital works. Lawyers assist with opposition proceedings, infringement response, cease-and-desist notices, and enforcement through civil or criminal remedies. IP protection allows businesses to secure brand identity, innovations, and creative assets. Proper registration ensures public record recognition and strengthens ownership claims in disputes, licensing agreements, or commercial exploitation.
Litigation and Dispute Resolution in Nepal
Litigation in Nepal is administered through the district courts, high courts, and the Supreme Court in accordance with the Civil Procedure Code 2017 and Judicial Administration Act 2016. Medha Law and Partners represents clients in contractual disputes, corporate conflicts, fraud cases, labour issues, property claims, and administrative matters. Court proceedings require the filing of plaints, evidence presentation, witness examination, and compliance with procedural rules. Lawyers also handle injunctions, appeals, and writ petitions involving public authorities. Dispute resolution extends beyond litigation and includes negotiation, conciliation, arbitration, and mediation. Many commercial agreements include arbitration clauses to manage disputes efficiently. The firm evaluates case strengths, statutory provisions, and factual evidence to ensure a structured legal approach and appropriate representation in judicial and quasi-judicial forums.
Labour and Employment Law Advisory
Labour and employment matters in Nepal are regulated under the Labour Act 2017 and Labour Regulations. Medha Law and Partners provides advisory services related to employment contracts, workplace policies, wage structures, termination procedures, employee benefits, and compliance. Companies must maintain proper attendance records, working hour details, insurance coverage, and safety standards. Employment agreements must define roles, responsibilities, remuneration, confidentiality, and disciplinary procedures. The Social Security Fund (SSF) requires employers to register all employees and contribute to welfare, medical, and accident funds. Disputes may arise from termination, salary disputes, workplace injuries, or discrimination claims. Lawyers assist employers in drafting regulations, resolving labour claims, and appearing before Labour Offices or Labour Courts. Legal clarity reduces risk exposure and supports an equitable working environment.
Property, Real Estate, and Land Law Services
Property and land transactions in Nepal are governed by the Land Revenue Act, Land Act, and Civil Code 2017. Real estate matters involve transfer deeds, registration procedures, title verification, inheritance matters, tenancy arrangements, and boundary disputes. Medha Law and Partners assists clients in conducting land due diligence, reviewing ownership history, confirming tax clearance, and preparing transfer documents. Transactions require visits to the Land Revenue Office, payment of registration fees, and execution of deeds in compliance with legal procedures. Land disputes often arise from overlapping titles, fraudulent transfers, and family partition issues. Legal representation ensures factual verification and protection of ownership rights. Lawyers provide assistance for commercial real estate projects, lease agreements, housing developments, and property-related regulatory filings.
Banking, Finance, and Secured Transactions
Banking and finance operations in Nepal are governed by the Nepal Rastra Bank Act 2002, Bank and Financial Institutions Act (BAFIA) 2017, and Secured Transactions Act 2006. Medha Law and Partners advises clients on loan agreements, collateral documentation, regulatory filings, and compliance with NRB directives. Secured transactions involve pledges, mortgages, hypothecation, and movable asset registration through the Secured Transaction Registry Office (STRO). Financial institutions require proper drafting of facility agreements, security documents, and guarantee instruments. Corporate borrowers must meet conditions related to creditworthiness, financial reporting, and debt servicing obligations. Lawyers assist with debt recovery actions, restructuring negotiations, and settlement procedures under applicable legal frameworks. Banking disputes may involve loan defaults, collateral enforcement, or contractual disagreements, requiring structured documentation and statutory compliance.
Arbitration and Alternative Dispute Resolution (ADR)
Arbitration in Nepal is governed by the Arbitration Act 1999 and applies to commercial disputes where parties include arbitration clauses in their agreements. Medha Law and Partners handles drafting of arbitration clauses, representation in arbitration proceedings, and enforcement of arbitral awards. ADR mechanisms include mediation, negotiation, and conciliation, providing structured methods to resolve disputes without prolonged litigation. Arbitration proceedings require appointment of arbitrators, submission of claims and defenses, evidence submission, and issuance of an arbitral award. Nepal courts enforce foreign arbitral awards under applicable international principles. Mediation is also supported under the Mediation Act 2011. ADR offers procedural flexibility, confidentiality, and reduced adversarial confrontation. Lawyers evaluate contractual terms, applicable laws, and dispute nature to determine the most practical dispute resolution method.
Why Choose Medha Law and Partners as Your Law Firm in Nepal
Medha Law and Partners offers structured legal services based on statutory interpretation, documentation accuracy, and research-driven evaluation. The firm provides assistance across corporate law, FDI, business registration, tax compliance, intellectual property, arbitration, litigation, and labour matters. Its approach focuses on adherence to Nepal’s legal framework and regulatory requirements. The firm works with private companies, multinational entities, startups, and international organizations requiring local legal understanding. Its lawyers prepare documentation, verify compliance, evaluate risk, and support operational requirements. Clients receive direct legal analysis, consistent communication, and reliable representation before government bodies and judicial authorities. The firm’s multidisciplinary expertise ensures that businesses and individuals receive comprehensive legal support in Nepal.
Required Documents for Legal Processes in Nepal
Legal procedures in Nepal involve structured documentation depending on the type of service required. Medha Law and Partners organizes documentation for individuals, companies, and foreign entities. Common documents include:
- Citizenship Certificate / Passport
- PAN or VAT Certificate
- Memorandum and Articles of Association
- Shareholder Resolution
- Board Decision Documents
- Proof of Address and Office Space
- Tax Clearance Certificates
- Investment Commitment Letters
- Lease Agreements
- Identification of Directors and Shareholders
- Bank Statements and Capital Arrival Evidence
- Intellectual Property Specimens and Descriptions
Documentation requirements vary according to company setup, FDI approvals, licensing, litigation, and property transactions. Lawyers review each document for accuracy, compliance, and completeness before submission to concerned authorities.
Step-by-Step Legal Process for Businesses
The legal process for establishing or managing a business in Nepal requires structured steps to ensure statutory compliance. The procedures generally include:
1. Name Reservation at OCR
2. Drafting MOA and AOA
3. Submission of Incorporation Application
4. Obtaining Company Registration Certificate
5. PAN/VAT Registration with IRD
6. Opening Bank Account and Capital Injection
7. Obtaining Sectoral Licenses
8. Labour Registration and SSF Enrollment
9. Maintaining Statutory Registers
10. Filing Annual Returns and Tax Submissions
Each step requires supporting documents, approvals, and adherence to regulatory requirements. Medha Law and Partners assists with documentation, filing, follow-up, and compliance review throughout the business lifecycle.
FAQs
1. What services do corporate lawyers in Nepal provide?
Corporate lawyers in Nepal prepare company documents, handle compliance under the Companies Act 2006, draft and review contracts, support FDI procedures, manage shareholder matters, and provide legal advisory for business operations. They also assist with litigation, arbitration, tax compliance, employment regulations, and intellectual property registration as required by Nepalese law.
2. How is foreign investment approved in Nepal?
Foreign investment requires approval under FITTA 2019. Investors must submit an application, investment proposal, identification documents, and financial information to the Department of Industry or Investment Board Nepal depending on investment size.
3. What documents are required for company registration?
Company registration requires the MOA, AOA, citizenship or passport copies of shareholders, address verification, shareholder resolution, and proposed capital structure. After submission to OCR, PAN/VAT registration, sector licenses, and municipal approvals may follow. Document accuracy ensures successful registration under the Companies Act 2006 and related regulations.
4. How does arbitration work in Nepal?
Arbitration is conducted under the Arbitration Act 1999. Parties appoint arbitrators, submit claims, present evidence, and receive an arbitral award. The process is private and structured. Courts enforce awards unless grounds for refusal exist. Arbitration clauses in commercial contracts help avoid prolonged litigation in Nepal’s judicial system.