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The Office of the Company Registrar (OCR) has announced the establishment of a separate desk for providing registration services to companies with foreign investment. According to a notice published on 7^th March 2023 (2079/11/23 B.S.), the OCR aims to expedite the Foreign Direct Investment (FDI) process and bring positive reforms in foreign investment by offering consistent and prompt registration services to such companies. The OCR has outlined specific procedures that must be followed by companies with foreign investment, branch office and contact office of the foreign company to acquire the mentioned services. This service has been introduced by the OCR to expedite the subsequent process that follows the completion of the procedures outlined in the Foreign Investment and Technology Transfer Act, 2019 (2075) and Public Private Partnership and Investment Act, 2019 (2075).

The respective company must provide company details by selecting the FDI company (including branch or contact office) option in the menu according to the company’s online portal of OCR. A service has also been included where the desk shall create a separate list of applications and promptly work on the given list and notify.

The desk located on the first floor of OCR will also aid with the initial registration procedure of branch and contact/liaison office of the foreign company. However, Post-Registration Services will be provided in accordance with OCR’s standard procedure.

To expedite the registration process, the desk will approve the proposed requested name of the company by adopting the short route. Once the company submits its Memorandum of Association and Articles of Association, the desk will act as a facilitator in the registration process. Moreover, the OCR has stated that it will complete the company’s registration procedure with foreign investment, branch, and contact/liaison office within 10 working days.

This initiative has been launched to facilitate the FDI procedure. The OCR hopes that this new desk will provide a positive impact on the foreign investment sector in Nepal.

Disclaimer: This Pioneer Law Briefing may not necessarily deal with every important aspect of the subject matter. This Briefing is intended for general information only and not to be construed as legal or other advice.

Pioneer Law Associates and NIBL Ace Capital Ltd collaboratively conducted a workshop on “Road to IPO to make corporate house aware of IPO process in terms of legal and financial perspective”. The workshop was conducted on September 18, 2022, Sunday at Aloft Kathmandu, Thamel. Mr. Anup Raj Upreti Managing Partner of Pioneer Law Associates and Mr. Sachindra Dhungana Deputy General Manager of NIBL Ace Capital Limited were the presenters of the session.

The workshop covered vivid issues regarding IPO focusing on legal aspects, corporate governance, capital structuring IPO pricing, size timeline and methods.

Number of participants from various corporate houses, got the insights on various aspects of IPO.

2.      The Banks and Money Changer can directly provide the exchange facility to Expatriates to repatriate their salary and benefits. The Expatriates can repatriate up to 75 % of their salary and benefits after tax to their own country. They can repatriate the entire amount of provident fund or retirement fund after tax. However, if the Expatriates wants to repatriate the amount borrowed from such funds during the term of his/her employment, then s/he can repatriate up to 75% of such amount borrowed.

3.       In accordance with the Repatriation Directive the Expatriates are allowed to repatriate up to USD 6,000 per month or USD 72,000 in a year. The restriction on amount does not apply to the Indian nationals. Specific approval of NRB is required for the Expatriates to repatriate the additional amount exceeding such ceiling.  

4.      The Repatriation Directive specifies the documents required for such exchange facilities. The document requirement list varies for Indian nationals and other foreign foreign nationals. The foreign nationals other than Indian nationals are required to submit: (a) application of the concerned employee, (b) recommendation letter of the employer firm or organization, (c) work permit issued by the Department of Labor, (d) contract/appointment letter and identity card of an employee, (e) receipt of payment of employment tax, (f) evidence regarding validity period of the visa.

5.      The Indian nationals can repatriate their income on the submission of the following documents (a) application from the Expatriates, (b) recommendation from the employer, (c) employment letter/contract/identity, and (d) receipt of the payment of employment tax.

Disclaimer: This Pioneer Law Briefing may necessarily deal with every important aspects if the subject matter. This Briefing is intended for general information only and not to be construed as legal or other advice.

The Government of Nepal (“GON”) has published gazette notification dated 4^th August 2022 (2079/4/19 B.S.) pursuant to Section 64 of the Industrial Enterprises Act (2020) (“IEA”) to ease the current difficulties on the industry operation timeline extension.

The notice provides that any industry which fails to apply for the extension of; (i) industry operation timeline, or (ii) commencement of commercial operation/transaction timeline, to make an application at the concerned industry registration body by depositing prescribed delay fees. Upon receiving an application for such extension, the industry registration body can provide extension of an industry operation timeline or commercial operation/transaction period based on the work progress as well as nature of industry.

The BRU Foundation in partnership with Pioneer Law Associates organized the 3rd Bharat Raj Upreti Memorial Foundation Moot Court Competition (Arbitration) and Conference, 2022 from 12th to 13th August 2022. The venue partner for the 1st day of the moot court was National Law College, Lalitpur (NaLC). The moot court saw participation from 6 law schools from across Nepal with teams participating in the preliminary, semi-final and final rounds. The 6 teams were from Bright Vision Law College, Biratnagar (BVLC); Kathmandu School of Law, Bhaktapur (KSL); Kathmandu University School of Law, Dulikhel (KUSL), National Law College, Lalitpur (NaLC); Nepal Law Campus, Kathmandu (NLC); and Prithvi Narayan Campus, Pokhara (PNC). The teams from BVLC, KSL, KUSL, and PNC made it to the semi-final rounds. And the teams from KSL and KUSL competed in the final rounds, with the team from KUSL winning the final rounds. The best speaker award was given to Ms. Anjali Sharma Neupane from KUSL and the best memorial award was given to the team from KSL.

The moot problem was about issues relating to arbitration arising out of a construction contract (FIDIC contract) in the background a global pandemic.

The preliminary rounds were judged by Mr. Himesh Kharel, Mr. Shardul Thapa and Mr. Ashankan Malla. The semi-final rounds were judged by Mr. Semanta Dahal, Mr. Prakrit Shrestha, Mr. Shirshak Ghimire, Mr. Avdhesh Pant, Mr. Rastra Bimochan Timalsena and Mrs. Nida Doon Malla.

The final rounds and the panel for the arbitration conference were graced by Hon’ble Justice Mr. Anil Kumar Sinha of the Hon’ble Supreme Court of Nepal, Senior Advocate Satish Krishna Kharel and Advocate Sameer Sharma. The panel discussion was moderated by Advocate Anup Raj Upreti. The discussion was held on the topic of “Role of Judiciary in Arbitrations” with an interactive audience comprising of Hon’ble Justice Manoj Kumar Sharma of the Hon’ble Supreme Court of Nepal, various Hon’ble Justices of Hon’ble High Courts across Nepal, and top legal minds across the arbitration sector in Nepal.

The notice has been published by Department of Industry (“DOI”) dated 2079/03/14 (28^th June 2022) for providing online services through the implementation of the Industry Management Information System (“IMIS”) commencing from 2079/03/15 (29^th June 2022). The notice provides that the DOI will provide online services relating to (a) Industry Registration, (b) Foreign Investment Approval, (c) Grant on Exports, (d) Visa Approval, (e) Recommendation for Repatriation, (f) Recommendation on Business Visa/ Work Visa and all other services of DOI.

In addition to that for the use of software the notice referred to the User Manual published on the website www.doind.gov.np. The notice provided following contact details of Help Desk for additional assistance; 01-5361112, 01-5359855.

The Office of Company Register (“OCR”) has published the notice on waiver of fines on renewal of private firm and update of company in reference to the decision made on 2079/02/25 pursuant to Section 24 of Fiscal Act, 2079. The major highlight of the notice is that any firm which has not renewed and any company which fails to submit its annual compliance related documents up to financial year 2076/077 can renew a firm and update a company by paying 5% out of the total occurred fine.

The final deadline to submit the documents for renewal of the firm and company update is end of Poush, 2079 (14^th January 2022). By the issuance of the notice, now the OCR can formally implement a waiver provision introduce by Section 24 of the Finance Act, 2022. Also, this notice waives 95% of the total fine due to historical non compliances of any private firm and a company.

“The Finance Act 2022 provides exemption on renewal fees of the private firm registered as per private Firm Registration Act 2014 and of a company registered as per Companies Act 2063. As per the Finance Act any firm which has not renewed up to financial year 2076/77 and any company which has not submitted its annual compliance related documents up to financial year 2076/77 are exempted from the payment of 95% fines of delay renewal of the firm or delay submission of the annual compliance related documents. This provision allows any firm to be renewed and any company to be updated by only paying 5% of total incurred fine. The deadline for the renewal of the firm and submission of annual compliance related documents will be end of Poush 2079 i.e. 14^th of January 2023″

The notice has been published by the Department of Industry (“DOI”), Ministry of Industries, Commerce and Supplies (“MOICS”) dated 2079/2/31 (14^th of June, 2022) regarding extension of commercial operation of industries in reference to 235^th meeting of Industrial and Investment Promotion Board (“IIPB”) held on 2079/2/23 (6^th of June 2022). The notice provides 6 months timeline from the date of issuance of the notice i.e. within 2079/8/30 (15^th of December, 2022) to file an application for industry operation extension at the DOI. As per the notice an application for extension of commercial operation of industries can be made by making payment of delay fees based on the nature and types of industries as provided below,

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