Legal Due Diligence

Bhandari Law and Partners provides legal due diligence services in Nepal to companies, corporations, organizations, and individuals. Legal due diligence is the process of investigating the legal side of a company, business deal, or financial transaction — aimed at making sure a deal is as safe, sound, and profitable as it looks on the surface, before a client commits to it.

The Legal Framework

Due diligence in Nepal isn't governed by a single statute — it's built around verifying a company's standing across several regulatory bodies at once. That means checking corporate records at the Office of the Company Registrar under the Companies Act, 2063 (2006) — Memorandum and Articles of Association, board resolutions, shareholding history — alongside tax registration and clearance status with the Inland Revenue Department under the Income Tax Act, 2058 (2002) and VAT Act, 2052 (1996). Depending on the sector, it may also mean reviewing licenses and approvals from the Department of Industry, environmental clearances, and compliance records with the Department of Labour.

Where records at the OCR don't line up with what's actually true on the ground — undisclosed liabilities, inconsistent shareholding history, unresolved tax obligations — that gap is exactly what a due diligence review is designed to surface before it becomes the buyer's problem instead of the seller's.

What We Do

Corporate and Regulatory Review

We examine a target's corporate records, licenses, and regulatory standing to confirm everything on paper matches reality.

Contract and Commercial Review

We review existing commercial contracts, shareholder agreements, and employment arrangements for risk, unfavorable terms, or undisclosed obligations.

Tax and Financial Verification

We verify tax registration, clearance status, and financial records to confirm a company's obligations to the Inland Revenue Department are genuinely up to date.

Litigation and Liability Check

We investigate pending or past litigation, disputes, and other liabilities that could carry forward into a transaction.

Risk Reporting and Advisory

We deliver a comprehensive report setting out the risks identified, along with practical advice — whether that means renegotiating terms, requiring specific warranties or indemnities, or recommending a client walk away from the deal entirely.

Who We Represent

We conduct legal due diligence for companies, corporations, organizations, and individuals across sectors — buyers and investors evaluating a target before committing, as well as businesses looking to understand their own legal exposure before entering a transaction, partnership, or funding round.

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