Private Equity Law

Bhandari Law and Partners provides full-service advice on private equity and investment fund law in Nepal — from entry, through ongoing operation, to exit. Our private equity lawyers in Nepal advise venture capital firms, hedge funds, private equity funds, and infrastructure funds on structuring their investment vehicles in a market where the regulatory framework is still relatively young, and where getting the structuring right from the outset matters more than in more established jurisdictions with decades of settled practice to fall back on.

 

The Legal Framework

Private equity and venture capital in Nepal is a genuinely recent addition to the regulatory landscape — the Securities Board of Nepal (SEBON) introduced the Specialized Investment Fund Rules, 2075 (2019) specifically to bring private equity funds, venture capital funds, hedge funds, and similar alternative investment vehicles under a formal regulatory structure, something that previously had no dedicated legal framework at all. Before the SIF Rules, Nepal's first onshore private equity fund with foreign investment, established in 2012, had operated without a structured regime to register against.

 

Under the SIF Rules, anyone intending to operate a specialized investment fund first has to register as a Fund Manager with SEBON, and the Fund Manager itself must be a corporate body incorporated under Nepalese law, with a minimum paid-up capital requirement of NPR 20 million. The fund itself carries its own minimum size requirement — NPR 150 million for private equity, venture capital, and hedge funds — and the fund manager is required to hold at least a 2% stake in the fund it manages, alongside a one-year lock-in period on the fund manager's own equity from the date of allotment. A 2020 amendment to the Rules opened the door further for foreign participation, allowing internationally registered funds and fund managers to operate in Nepal with full or majority ownership, provided they establish a subsidiary in Nepal and obtain SEBON approval — a genuinely significant shift for foreign PE and VC players looking to enter the Nepali market directly rather than through a purely domestic vehicle.

 

What We Do

 

Our private equity lawyers support clients through every stage of a deal:

 

Fundraising and fund formation

We advise on initial fundraising and the legal structuring of a private equity fund, including SEBON's Fund Manager and fund registration requirements.

 

Investment decisions

We advise on the legal side of individual investment decisions, from due diligence through deal documentation.

 

Portfolio company management

We advise on the day-to-day legal questions that come up in managing portfolio companies once an investment is made.

 

Exit from investment

We advise on structuring and executing an exit from an investment, whether through sale, listing, or another route.

 

Our Approach

We advise private equity firms and investors on structuring, investing in, and managing private equity funds, and on executing acquisitions smoothly. Our approach draws on the strength of our other practices — corporate, securities, tax, and regulatory — rather than treating private equity as a siloed specialty, which has let us complete complex transactions in an agile, responsive way. We support clients through the full life cycle of an investment, from fund formation to exit and everything that happens in between.