Shares and Capital Market Law

Bhandari Law and Partners is one of the leading law firms advising on share and capital market matters in Nepal. Our team works specifically in this space — advising on equity and debt capital market transactions for corporate houses, banks, private equity funds, investment banks, and underwriters who need a lawyer that actually understands how a securities deal moves through SEBON and onto NEPSE, not just general corporate counsel applied to a capital markets problem.

 

The Legal Framework

Nepal's capital market runs on the Securities Act, 2063 (2007), which governs the issuance, registration, and trading of securities, alongside the Companies Act, 2063 (2006), which governs the underlying corporate structure. The Securities Board of Nepal (SEBON) is the autonomous statutory regulator overseeing the entire market, while the Nepal Stock Exchange (NEPSE) is the sole exchange where approved securities are actually listed and traded.

 

Only a public limited company can issue shares to the public — a private company has to convert first — and under Section 27 of the Securities Act, any such issuance has to be registered with SEBON before it happens, with SEBON reviewing the application and issuing a Securities Registration Certificate once satisfied. The prospectus disclosure itself is governed by Sections 30 to 32 of the Act. Once a public issue closes, listing on NEPSE isn't optional — failing to list after an IPO is treated as a serious violation under the Securities Act, carrying financial penalties and restrictions on a company's ability to raise further capital.

 

Rights issues carry their own conditions: a company generally needs to have completed at least 180 days from the listing of its previously issued shares before it can issue a rights share, and companies increasingly process subscriptions through SEBON's ASBA (Applications Supported by Blocked Amount) system, which SEBON made mandatory to simplify and speed up the IPO and rights issue process.

 

What We Do

 

Transaction document review

We review the documentation that underpins equity and debt capital market transactions, from prospectuses to underwriting agreements.

 

Regulatory and statutory compliance advisory

We advise listed companies on their ongoing regulatory and statutory compliance obligations under the Securities Act and SEBON's directives.

 

SEBON listing assistance

We assist companies through the process of registering securities and getting listed with the Securities Board of Nepal.

 

Drafting and review of contracts

We draft and review the agreements involved in capital market transactions — issue management agreements, underwriting agreements, and related documentation.

 

Rights issues and private placements

We advise listed entities on rights issues, private placements of shares, and other public offerings, including the specific conditions and timing requirements SEBON attaches to each.

 

Our Approach

Our work routinely intersects with regulatory, restructuring, banking, and finance matters — capital markets transactions rarely stay confined to securities law alone. Our dispute resolution team maintains strong working relationships with major international and Nepalese banks, as well as top-tier international law firms, letting us work alongside them to deliver funding solutions and bring deals through to closure rather than handling isolated pieces of a larger transaction.

Our share and capital market lawyers will handle your matter carefully, from the first filing through to listing.