Overview

In the recent past, Nepal has witnessed the establishment and operation of the private equity and investment funds in Nepal and abroad dedicated to making investments in Nepal. As public financing resources are limited and as capital markets have not fully developed, importance of private equity and investment funds as a source of the capital is growing day by day in Nepal.

On the private equity and investment funds front, Pioneer Law provides full legal services that are required for entry, operation and exit of the private equity and investment funds. Our services mainly include: (a) overview of the legal and regulatory framework, (b) structuring advisory, (c) drafting and review of the fund documents, and (d) advising on the cross border legal issues.

Pioneer Law has advised both onshore (with or without foreign investment) and offshore funds, in their establishment and operation of the private equity and investment funds especially dedicated to provide growth capital to small and medium enterprises, and sector focused funds for sectors such as hydropower. Pioneer Law has also been part of the legal reform project intended to identify the barriers to the private equity funds and simplifying entry, operation and exit of such funds.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Private Equity and Investment Fund practice.

Overview

With the privatization of majority of sectors and the opening of many of such sectors for foreign investment, Mergers and Acquisitions (M&A) transactions are increasingly gaining popularity as an effective growth strategy. In the context of Nepal, while M&A are most common in the financial sector, in the last few years, hydropower, telecommunication, insurance, hospitality and manufacturing sectors too have seen a steady rise in these transactions.

Pioneer Law has a very wide range of M&A practice and owing to the experience Pioneer Law has gained over the years both in local and cross-border M&A transactions, Pioneer Law is familiar with the issues and complexities relating to such transactions and are able to provide effective solutions.

Pioneer Law has assisted clients in a variety of local and cross-border M&A transactions, including demergers, business / asset transfer, stock transfer, joint ventures and divestments. Our services in this area of practice include- (a) negotiating and drafting of the scheme of arrangement and transactions documentation, (b) tax-efficient implementation of M&A transactions, (c) carrying out legal due diligence with industry specific focus, (d) advising on legal, compliance issues and regulatory requirements, including issues relating to competition laws, and (e) procuring the governmental approvals.

Pioneer Law has also advised the Multilateral Development Agency on the review of the local M&A regime applicable to the bank and financial institutions in Nepal.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Mergers and Acquisitions practice.

Overview

Even after the passage of more than a decade since the enactment of the new income tax act and introduction of VAT legislation, much is yet to be done in this aspect of law from both the regulators and the taxpayers. The tax laws are highly punitive in nature. A non-compliance that now seems trivial might have severe consequence on business at a later date. The Government is more of revenue centric and coming with new plans and policies to tighten any loops and minimize the non-compliance. In absence of coherent and consistence policy in implementation of tax laws, businesses are exposed to the risk of being imposed high tax and duties.

Ample knowledge of tax legislations, regulatory guidelines and familiarity with local taxation issues are essential to avoid tax inefficiency and sanctions. Pioneer Law is equipped with such expertise as it has dedicated team with considerable knowledge and experience in this area of law to provide complete service to clients from across the globe, operating in a variety of sectors.

Our services at Pioneer Law range from registration with tax authorities, to tax advisory in day to day operations, and corporate deals, and handling tax disputes Pioneer Law regularly assists our clients in obtaining Permanent Account Number, Tax Exemption Certificates, Tax Clearance Certificates, Tax Residency Certificate and similar certification from tax authorities.

Pioneer Law delivers advice on a full spectrum of local taxation issues, including income tax, VAT, custom duties, excise duties, vehicle tax and land tax. The tax advisory services ranges from determination of applicability of tax, applicable rate of tax, tax concessions, applicability of Double Taxation Avoidance Treaties, etc. Pioneer Law also represents clients in the courts, revenue tribunals, tax authorities at all level in all tax related disputes.

Pioneer Law has also assisted clients to settle the tax disputes through Tax Settlement Commission, the ad hoc commission constituted by the government from time to time to settle tax disputes.

Pioneer Law also provides advice on overall structuring of corporate deals on a tax efficient basis, and assist in conducting due diligence on tax related matters as part of a lager corporate deal.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Taxation practice.

Overview

Nepal has a relatively open but regulated policy relating to foreign investment. Nepal has an approval based regime of foreign investment. Generally foreign investment is permitted in the industrial sectors. Save a few sectors, there is generally no ceiling on the percentage of foreign equity investment. The key legislations regulating foreign investment in Nepal are Foreign Exchange (Regulation) Act, 2019 (1962), Foreign Investment and Technology Transfer Act, 2075 (2019), Public Private Partnership, 2075 (2019), Industrial Enterprise Act, 2076 (2020) and the relevant regulators under the respective legislation are the Nepal Rastra Bank (Central Bank), the Department of Industries/Industrial Promotion Board and the Investment Board Nepal. Under these legislations foreign investments generally include equity investment and loan investment. The relevant legislations also regulate the technology transfer. The Companies Act 2063 (2006) deals with incorporation of a company and registration of the branch office or contact office of foreign companies.

Foreign investment is one of the key strengths of Pioneer Law and Pioneer Law regularly advises foreign investors on their entire investment cycle- from the tax-efficient structuring of their investment and right through their exit. Pioneer Law also advises the foreign investors in joint venture arrangements with local parties.

Our services in this area of practice include- (a) structuring of investment, (b) incorporation of the local joint venture / subsidiary company/branch office, (c) conducting legal due–diligence of the target company, (d) procuring necessary regulatory approvals, (e) documentation and negotiation of transaction documents, (f) advising on compliance issues in relation to the investment, (g) documentation on the technology transfer, and (h) advising on suitable exit strategies. Pioneer Law also represents the clients before the courts and arbitration tribunal on the matter relating to the foreign investment. Pioneer Law has also conducted legal reform projects in the foreign investment laws and companies law. Pioneer Law is also familiar with the other side of the equation as Pioneer Law often represents the target companies operating in a variety of sectors.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Foreign Investment and Business Incorporation practice.

Overview

As economies are getting increasingly knowledge and technology oriented, intellectual capital and its protection have gained significant importance. In line with the global development, Nepal too has recognized the value of Intellectual Property (IP) and there is a growing trend both on the part of the legislators and the judiciary to afford protection to IP and enforce Intellectual Property Rights (IPR).

In Nepal, the protection and enforcement of IPR are primarily governed by Copyright Act, 2059 (2002) and the Patent, Design and Trademark Act, 2022 (1965). In addition, Nepal is also a signatory to various intellectual property treaties such as the Paris Convention for the Protection of Industrial Property, 1883, the Agreement on Trade-Related Aspects of Intellectual Property Rights, 1995 and the Berne Convention for the Protection of Literary and Artistic Works, 1886 pursuant to which Nepal is under an obligation to safeguard IPR. Nepal is also a member country of World Intellectual Property Organization.

Pioneer Law has considerable expertise in the IP practice. Pioneer Law’s expertise is not only limited to registration and maintenance of IPR (including trademarks, copyright, and patents) but also extends to IP prosecution, IP litigation, structuring, reviewing and drafting of a wide range of IP assignment and licensing arrangements, and assisting in conducting IP audit / due diligence. Pioneer Law has been actively representing local and foreign clients before the courts, judicial and quasi -judicial authorities in the IP infringement cases.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Intellectual Property law practice.

Overview

Expedient, cost and time efficient dispute resolution is a must for preservation of business relations in the corporate world. Businesses are exposed to increasing number of disputes in Nepal due to rise in the business activities and formulation of the increasing number of regulations.

The existing regulations provide for a wide array of dispute resolution mechanisms and procedures ranging from court litigations to alternative dispute resolutions. Many of the court procedures have local roots and therefore, are unique in their applications. Further, the existing regulations also limit the choice of law and dispute resolution mechanisms for certain specified business relations.

A thorough knowledge of laws and procedures accompanied by institutional experience of significant number of years is what Pioneer Law’s dispute resolution services is recognized for. Pioneer Law provides full spectrum of the dispute resolution services which includes-(a) drafting of the litigation related documents, (b) representation of the clients before the judicial, quasi-judicial bodies and tribunals, (c) transaction advisory, and (d) arbitration.

Pioneer Law have represented both domestic and foreign clients including multilateral agencies in disputes relating to diverse laws ranging from foreign investment disputes, inter-shareholders disputes, tax disputes to intellectual property law disputes, before the different tiers of courts and tribunals.  Pioneer Law has also advised a significant number of clients on the choice of law and dispute resolution mechanisms and forums in relation to transactional documents such as joint venture agreements, shareholders agreements, concession agreements and commercial agreements. Pioneer Law has also represented governmental agencies and private sector agencies before arbitration tribunal.

Pioneer Law has a separate dispute resolution department equipped with qualified and experienced lawyers.

Please email us at info@pioneerlaw.com for more information on our work related to Dispute Resolution.

Overview

Pioneer Law always believes in timely change in the regulations and has always endeavored to play an important role in the legal and regulatory reforms commissioned by the government, private sector and/or multilateral agencies.

Pioneer has been part of major legal and regulatory reforms undertaken in the arena of commercial laws in Nepal. In the past, Pioneer Law has assisted a multilateral development agency in its attempt in modernizing the company law and insolvency law and introducing the new legislations. Pioneer Law has also been part of the development of regulation for the establishment and operation of the special economic zones, establishment of the infrastructure development bank, secured transaction registry, etc. Pioneer also has extensive knowledge of legal and regulatory reforms in the financial, and infrastructure sectors.

Pioneer Law has also assisted government agencies, regulators and association of business houses in the development and implementation of their prudential norms and guidelines. Pioneer Law also has extensive experience in conducting the stakeholder discussions and negotiating with the implementing agencies.

Please email us at info@pioneerlaw.com for more information on our work on Legal and Regulatory Reforms.

Legal and Regulatory Reforms Legal and Regulatory Reforms Legal and Regulatory Reforms Legal and Regulatory Reforms Legal and Regulatory Reforms Legal and Regulatory Reforms

Overview

As Nepal has revisited significant number of its corporate legislations in the recent years, corporate compliance requirements have grown both in terms of content and frequency. As material corporate non-compliance can result in the criminal sanctions and disqualification of the key officers, ensuring timely and accurate compliance by the companies has become an absolute requirement.

On the corporate compliance front, our work includes and focuses on (a) developing and designing of the corporate compliance checklists, (b) conducting and evaluating the status of the compliance and providing advisory on rectification of the non-compliance issues, (c) issuing compliance certification, (d) advisory on the key corporate compliance requirements, and (e) assistance in filing of the compliance documents to the relevant government registries.

Pioneer Law has also trained compliance officers, in-house legal departments on strategies for effective implementation of the corporate compliance.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Corporate Compliance practice.

Overview

As the economies get increasingly open, liberal and market-oriented, competition between market players is inevitable. With enterprises getting increasingly profit-oriented, it is important to regulate unfair competition and enhance the capacity of producers and distributors. With this in mind the Competition Promotion and Market Protection Act, 2063 (2007) was enacted in 2007. In addition to the local laws, Nepal is also signatory to various treaties and conventions under which Nepal is under an obligation to prevent unfair competition.

The Competition law practice at Pioneer Law includes- (a) assisting on innovative structures for transactions in order to mitigate the risks under Competition Law, (b) review of transaction documents, including joint venture agreements, distributor agreements and franchise arrangements, to ensure compliance with the Competition Law, (c) regulatory advice on implications under the Competition Law, and (d) assisting clients in their legal action against the anti-competitive activities of other entities.

Pioneer Law has also advised both local and foreign clients operating in a wide variety of sectors, including food and manufacturing, banking and insurance, information and technology on issues relating to Competition Law.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Competition Law practice.

Overview

The combination of Nepal currently being in transition due to the on-going constitutional promulgation process, and the slack implementation of anti-corruption laws, have resulted in Nepal falling within high risk category for corruption. The Corruption Perception Index 2014 published by Transparency International ranks Nepal at 126. Given the requirement of local compliance of legislation like the UK Bribery Act, Foreign Corrupt Practices Act, having a robust anti-corruption policy is all the more important for those operating in Nepal or considering to operate in Nepal.

Our work in this area of practice has focused on providing guidance for compliance with anti-bribery laws of Nepal. Pioneer Law has also helped our clients in preparing and implementing anti-bribery and good housekeeping policies and guidelines in their organization. Pioneer Law has also trained compliance officers, in-house legal departments on strategies for effective implementation and preparation of protocol in dealing with government officials.

Given our vast experience in dealing with licensing, obtaining permits, award of concessions, government procurement process, Pioneer Law has an extensive knowledge in conducting anti-corruption due diligence for clients that are considering acquiring business in Nepal or participating in government projects in Nepal.

Please email us at info@pioneerlaw.com for more information on our work or overview of our Anti-Bribery and Corruption practice.

Subscribe to our Newsletter

Pioneer Law is full service law firm in Nepal.