Private Equity Law
We provide full-service advice on private equity and investment fund law in Nepal, from entry through ongoing operation to exit. We advise venture capital firms, hedge funds, private equity funds and infrastructure funds on structuring investment vehicles in a market where the regulatory framework is still young and getting the structure right from the outset matters more than in jurisdictions with decades of settled practice.
The Legal Framework
Private equity and venture capital are recent additions to Nepal’s regulatory landscape. The Securities Board of Nepal (SEBON) introduced the Specialized Investment Fund Rules, 2075 (2019) specifically to bring private equity, venture capital, hedge funds and similar alternative vehicles under a formal structure for the first time.
Under the Rules, anyone intending to operate a specialised investment fund must first register as a Fund Manager with SEBON. The Fund Manager must be a corporate body incorporated under Nepalese law with a prescribed minimum paid-up capital, the fund itself must meet a minimum size, and the fund manager must hold a minimum stake in the fund it manages, subject to a lock-in period. A later amendment opened the door for internationally registered funds and fund managers to operate in Nepal with full or majority ownership, provided they establish a local subsidiary and obtain SEBON approval, a significant shift for foreign players looking to enter the market directly.
What We Do
- Fundraising and fund formation: legal structuring of the fund and SEBON’s Fund Manager and fund registration requirements.
- Investment decisions: due diligence through deal documentation for each investment.
- Portfolio company management: the day-to-day legal questions that arise once an investment is made.
- Exit: structuring and executing an exit by sale, listing or another route.
Our Approach
We draw on our corporate, securities, tax and regulatory practices rather than treating private equity as a silo, which lets us complete complex transactions in an agile, responsive way and support clients through the full life cycle of an investment.
