Merger and Acquisition

Bhandari Law and Partners has built a genuine specialization in merger and acquisition work — not a general corporate practice that occasionally picks up M&A mandates, but a team of M&A lawyers with deep, working knowledge of how these deals actually get done in Nepal. We guide clients through the entire transaction, from the earliest planning stages through to closing.

The Legal Framework

M&A in Nepal runs primarily through Sections 177 to 180 of the Companies Act, 2063 (2006), which set out the general framework — shareholder approval by special resolution, transfer of assets and liabilities, and registration with the Office of the Company Registrar, which acts as the principal filing authority and has a statutory three-month window to decide on a merger application. Alongside the Companies Act sit the Merger Bylaws and Acquisition Bylaws, which have since been consolidated into a unified set of procedures covering documentation, valuation, and disclosure for both mergers and acquisitions.

A few sectors carry their own overlay on top of this general framework. Banks and financial institutions fall under the Bank and Financial Institution Act, 2073 (2017) and Nepal Rastra Bank's dedicated M&A bylaws — a regime that's driven a genuine wave of consolidation in Nepal's banking sector over the past decade. Listed companies bring in disclosure obligations under the Securities Act, 2063 (2007) and oversight from the Securities Board of Nepal. Deals involving foreign investors trigger FITTA, 2019. And any transaction large enough to raise competition concerns has to be considered against the Competition Promotion and Market Protection Act, 2063 (2007), which flags anti-competitive concern where a resulting entity would hold a significant share of the relevant market.

Knowing which of these regimes actually applies — and in what combination — is often the first real strategic question in a Nepali M&A deal, well before valuation or deal structure come into play.

What We Do

Due Diligence

We prepare thorough due diligence reports on the target company, covering the financial, legal, and regulatory picture a buyer needs before committing to a deal.

Drafting and Negotiation

We draft and negotiate the full set of M&A agreements — share purchase agreements, merger agreements, and the related transaction documents — representing either side of the table.

Regulatory Approvals

We manage the approval process with the relevant government authorities, whether that means the Office of the Company Registrar, Nepal Rastra Bank, the Securities Board of Nepal, or the Department of Industry, depending on what the deal actually involves.

Deal Closure

We see transactions through to final closing, coordinating the last steps so nothing gets left unresolved after signing.

Our Experience

We've advised on high-value M&A deals for both multinational corporations and domestic clients across a range of sectors in Nepal. Our client base includes listed and unlisted companies, as well as international private equity and venture capital funds, which means we've generally worked through whatever particular wrinkle a given deal — banking sector consolidation, cross-border investment, a first-time acquisition by a foreign fund — happens to bring with it.

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