Every startup we have taken through a funding round has had the same experience: the investor's lawyers ask for a list of documents, and the founders discover that half of them do not exist. Fixing that in the middle of a negotiation is expensive and weakens your position. This checklist covers the legal groundwork a Nepali startup should have in place before it approaches investors, roughly in the order it should be done.
Structure and ownership
Incorporate as a private limited company under the Companies Act 2063 as early as possible, with a share capital that leaves room to issue new shares to investors and employees without a fresh capital increase. Decide the founders' split in writing before incorporation, and record it in the share register that the OCR requires you to maintain. If a founder is contributing only part-time or may leave, a vesting schedule in the founders' agreement protects everyone else.
- Certificate of incorporation, MoA and AoA filed at the OCR
- Founders' agreement covering roles, equity, vesting and exit
- Share register and share certificates issued to each shareholder
- Board minutes for every decision that needs one, kept in a minute book
- Annual returns and updated director and shareholder details filed with the OCR
Intellectual property
The company, not the founders, must own the product. Sign IP assignment agreements from every founder, employee and contractor who has written code, designed the brand or created content, because under Nepali law the creator owns copyright unless it is assigned in writing. File the trademark at the Department of Industry in the relevant classes and register the domain and social media handles in the company's name, not a founder's personal account.
Employment and contractors
Every employee needs a written contract under the Labour Act 2074, enrolment in the Social Security Fund and, if you are offering equity, an employee share option plan approved by the board and shareholders. Contractors need a services agreement that makes clear they are not employees and that assigns any IP they create. Investors will check SSF compliance because an unenrolled workforce is a liability that arrives with penalties attached.
Tax and regulatory registrations
Register for PAN with the IRD immediately after incorporation and for VAT once turnover is likely to cross the threshold. Sectoral licences matter more than founders expect: a fintech needs Nepal Rastra Bank permission before it can hold customer funds, a food delivery platform needs Department of Commerce registration, and a company processing personal data should be preparing for the data protection rules now in draft. Keep every return and every receipt in a single folder; the due diligence request will ask for three years of them.
| Registration | Authority | When |
|---|---|---|
| Company incorporation | Office of the Company Registrar | Before any contract is signed |
| PAN | Inland Revenue Department | Within 35 days of incorporation |
| VAT | Inland Revenue Department | Before crossing the turnover threshold |
| Social Security Fund | SSF | Before the first payroll |
| Trademark | Department of Industry | Before public launch |
| Foreign investment approval | Department of Industry | Before any foreign investor is issued shares |
Preparing for the investor
If your investor is foreign, their investment must be approved under FITA 2075 and recorded by Nepal Rastra Bank before shares can be issued, so start that conversation with the Department of Industry early. Expect a shareholders' agreement that gives the investor information rights, a board seat, pre-emption rights on new shares and tag-along and drag-along provisions on a sale. Read it with your own lawyer; the investor's template is written for the investor.
Investors do not fund a pitch deck. They fund a company that exists on paper, owns what it sells and can prove it.