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Initial Public Offering (IPO): A General Guide

Sunday - Sep 8, 2024 (Updated: Feb 17, 2025)
Business Law
This IPO guide explains the process and regulations governing Initial Public Offerings (IPOs) in Nepal. It covers eligibility criteria, procedural steps, and key regulatory requirements, including SEBON's role, credit rating, prospectus approval, and mandatory announcements.
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Embarking on an Initial Public Offering (IPO) is a transformative step for companies in Nepal aiming to raise capital by offering shares to the public for the first time. This process not only provides a powerful tool for financing expansion but also increases a company’s visibility and credibility in the market. However, launching an IPO in Nepal involves navigating a structured regulatory framework established by the Securities Exchange Board of Nepal (SEBON), ensuring transparency and safeguarding investor interests.

Understanding the Basics of an IPO

An IPO allows companies to enter the equity market, opening up ownership opportunities to public investors. This transition from private to public ownership requires companies to comply with a set of rigorous guidelines to ensure they are financially sound and prepared for public scrutiny. Key advantages include enhanced liquidity, access to substantial capital, and a greater reputation for growth and stability.

Eligibility and Regulatory Compliance

In Nepal, only public limited companies that meet SEBON’s eligibility criteria can issue an IPO. The Securities Act, along with SEBON’s directives, governs this process, mandating companies to secure a credit rating, submit a detailed prospectus, and work with licensed securities professionals. SEBON’s oversight ensures that each IPO is structured with investor interests in mind, mandating disclosures and quarterly financial reports for accountability.

The Step-by-Step IPO Process

The journey to an IPO involves several stages, beginning with registration and credit rating. After obtaining SEBON’s approval, companies must publish a prospectus outlining their financial health, proposed share value, and critical information for investors. Once approved, companies publicize the offering, inviting investors to participate. If successful, an IPO can provide a company with a robust capital infusion, enabling growth and development.

Post-IPO Compliance and Reporting

Companies that go public must adhere to strict post-IPO compliance, including quarterly and annual reports and timely updates on any price-sensitive information. These obligations are crucial for maintaining transparency with shareholders and keeping regulatory bodies informed of financial health and growth prospects. Additionally, specific lock-in periods for certain shares protect the interests of the investing public.

Benefits and Responsibilities

An IPO offers companies in Nepal the chance to expand operations, increase brand visibility, and secure funds for long-term goals. However, it also comes with responsibilities that require continuous reporting and compliance. For businesses committed to transparency and growth, navigating the IPO process can open new horizons in Nepal’s capital market.

By following these guidelines, companies can make informed decisions about entering the equity market, leveraging the IPO as a tool for growth while aligning with SEBON’s regulations to build trust with investors.



Contributors

  • Profile Image of Narayan Chaulagain

    Narayan Chaulagain
    Managing Partner

  • Profile Image of Aastha Poudel

    Aastha Poudel
    Associate

Practice Areas

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Business Law

Infinity & Partners offers comprehensive corporate governance support in Nepal, focusing on corporate compliance, education law, employment law, foreign investment, infrastructure, information technology, intellectual property, private equity, and taxation. Our services include regulatory compliance, legal advisory for educational institutions, foreign investment facilitation, tax dispute management, and guidance for infrastructure projects and private equity ventures.
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Dispute Resolution

Infinity & Partners provides comprehensive dispute resolution services in Nepal, specializing in both litigation and arbitration across various legal areas, including corporate and constitutional matters. The firm offers expert representation, document preparation, and strategic advocacy for complex disputes in both domestic and international contexts.
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Legal Reform

Infinity & Partners offers expert legal reform advisory in Nepal, specializing in commercial law, law drafting, policy development, and regulatory alignment with global best practices for government and local authorities.
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Civil Law

Infinity & Partners offers comprehensive legal services in Nepal, specializing in civil law, family law, and real estate law under the Muluki Civil Code, 2018. Our expertise includes contract disputes, marriage registration, property division, and land acquisition, ensuring clients navigate the legal landscape effectively.
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