Infinity & Partners excels in all facets of corporate governance, where we offer specialized support across a comprehensive range of corporate matters, including but not limited to corporate matters, including but not limited to Corporate Compliance, Education Landscape, Employment Law, Foreign Investment, Infrastructure, Information Technology, Intellectual Property, Private Equity and Venture Capital, and Taxation.

Corporate Compliance

In Nepal, many companies face fines due to missed compliance requirements, often stemming from the registration phase. Lack of proper guidance in selecting a suitable business model and drafting precise charter documents can jeopardize business sustainability. Non-compliance with legal regulations may lead to criminal sanctions or disqualification of directors, while overlooking minor regulatory details can delay operations and licenses.

At Infinity & Partners, we ensure all regulatory and legal standards are met throughout the registration process. Our customized charter documents reflect each business's unique needs, ensuring clients fully understand their implications. We identify necessary regulatory approvals and assist in obtaining them, staying abreast of legislative changes to keep clients informed and compliant.

For existing companies, we develop detailed corporate compliance checklists, highlighting the severity of each requirement and the deadlines for compliance.

Our services include:

1. Advising on appropriate business vehicles from corporate, regulatory, and tax perspectives.
2. Drafting registration documents tailored to business needs, including governance and operational structures.
3. Assisting with obtaining registration, licenses, tax registration, and other post-registration processes.
4. Creating corporate compliance checklists for existing companies, outlining risks and necessary actions.

Education Landscape

Educational institutions in Nepal often face challenges due to complex regulatory requirements and evolving legal frameworks.

At Infinity & Partners, we provide specialized legal advice to educational institutions, guiding them through every stage of their development and ongoing operation. Our services ensure compliance with regulatory frameworks and address operational and legal challenges effectively.

Our services include:

1. Advising on the establishment and registration of educational institutions, including compliance with accreditation and regulatory requirements.
2. Assisting with the drafting and review of institutional policies, governance structures, and operational procedures.
3. Providing ongoing legal support to address and resolve operational challenges and disputes.
4. Offering guidance on intellectual property matters, including protection of educational materials and trademarks.
5. Handling employment law issues, including staff contracts, disputes, and compliance with labour regulations.
6. Ensuring adherence to changing legal and regulatory standards within the education sector.

Employment Law

With recent reforms in Nepal's employment legislation and the introduction of a contributory social security scheme, institutions face significant challenges in ensuring compliance. These challenges include adapting to evolving regulations, managing workplace grievances, and addressing industrial relations and social security issues.

Infinity & Partners is dedicated to providing comprehensive legal support to address these challenges, ensuring your institution remains compliant and effectively manages workplace issues.

Our Services Include:

1. Evaluating adherence to current employment laws and recommending necessary changes for full compliance.
2. Assisting in the creation and review of employment contracts, service bylaws, organizational health and safety policies, and other essential documents to meet legal requirements and organizational needs.
3. Conducting annual labour audits in accordance with statutory standards and managing the registration of audit reports with relevant authorities.
4. Providing guidance on employment contracts and agreements, including conflict of interest, confidentiality, and non-compete clauses.
5. Offering strategic advice on managing grievances, disciplinary actions, strikes, lockdowns, retrenchment, collective bargaining, and other employment-related matters to maintain a compliant and harmonious work environment.
6. Assisting with acquiring labour permits for foreign employees, labour supply licenses, and other necessary permits to ensure regulatory compliance.
7. Representing clients in labour-related disputes before courts and arbitration tribunals, offering expert legal counsel and representation.
8. Supporting negotiation and peaceful resolution of disputes through effective mediation to promote amicable settlements.

Taxation

Nepal’s taxation regime is not only highly regulated but also closely scrutinized by the media, with potential risks of reputation damage and public outcry. Businesses in Nepal must fulfil their tax obligations carefully and in good faith to avoid any complications. Efficient tax structuring is critical to the merit of any transaction, and it requires the guidance of legal professionals who understand the financial implications involved. At Infinity & Partners, we distinguish our tax practice into two primary services:

1. Tax Advisory

We assist clients in structuring transactions with optimal tax efficiency. Our team helps clients understand the country’s tax obligations, concessions, and the regulatory environment. Working closely with chartered accountants and tax administrators, we stay abreast of changes in the tax regime to offer accurate and up-to-date advice. We provide counsel on the tax implications of various transactions, including mergers, acquisitions, and joint ventures. Additionally, we advise foreign investors and expatriates on double tax avoidance and help interpret bilateral tax treaties, offering insights on tax policy matters.

2. Settlement of Tax-Related Dispute

In tax-related disputes, we represent clients before tribunals and courts. Our dispute resolution and tax teams collaborate with chartered accountants and other professionals to safeguard our clients’ interests before regulatory authorities and across all tiers of courts.

Foreign Investment

Nepal has seen significant growth in foreign investments, with businesses supported by foreign capital becoming key players in sectors such as energy, tourism, telecommunications, and manufacturing. In response, the Government of Nepal has liberalized market policies and laws to encourage further investment. Investing in a foreign market can be as challenging as it is promising. While Nepal’s foreign investment policy is receptive, it remains highly regulated. Businesses and individuals seeking to invest in Nepal require expert legal guidance to navigate the various regulatory approvals.

At Infinity & Partners, we offer more than just facilitation; we understand our clients' business aspirations and provide the expertise and dedication to help them achieve their goals. Our team has extensive experience structuring major foreign investment projects and working with the government to track market trends and pursue legal reforms.

Our Foreign Investment Services Include:

1. Understanding our clients’ businesses and advising on the most suitable business model.
2. Providing tax-efficient investment structuring.
3. Conducting legal due diligence on target companies and facilitating negotiations.
4. Drafting transaction documents and securing necessary regulatory approvals.
5. Facilitating branch registration or the incorporation of joint ventures or subsidiaries.
6. Ensuring compliance with regulations and facilitating the repatriation of investment and profits.
7. Advising on technology transfer agreements, including brand licensing, management services, or know-how transfer.

Intellectual Property

Nepal’s intellectual property (IP) regime is evolving, with national laws being updated in line with the National Intellectual Property Policy, 2017. While progress has been made in the protection of copyrights, trademarks, and patents, many businesses still find the system lacking. Innovators must take extra care to protect their inventions.

Infinity & Partners offers a range of services in the field of intellectual property:

• Market Watch and Brand Protection Strategy: We provide strategic guidance to protect your brand in the market.
• IP Application Assistance: From drafting patent specifications to obtaining IP rights, we assist throughout the application process for patents, designs, and trademarks.
• IP Litigation and Enforcement: Our services cover IP infringement, prosecution, and litigation.
• Brand Management and Licensing: We offer legal advice on brand management, trademark licensing, and enforcement matters.
• Drafting IP Agreements: We assist in negotiating, drafting, and reviewing agreements for the assignment, licensing, or transfer of IP rights.

Infrastructure Projects: Legal Expertise for Capital-Intensive Developments

Studies by the World Bank indicate that Nepal requires an infrastructure investment of at least 10-15% of its GDP over the next decade to meet its development goals. However, with budget constraints and limited government capital expenditure, the Government of Nepal has implemented policies encouraging private sector participation in financing, developing, and operating infrastructure projects.

To attract private investment in infrastructure, the Government has recently enacted public-private partnership (PPP) and investment legislation. This law aims to incentivize both domestic and foreign private sector investment in capital-intensive infrastructure projects through the PPP model.

The energy sector has seen the most successful implementation of the PPP model, with millions of private investments, in the form of both equity and loans, injected into the economy. Given the complexity and high capital demands of these projects, legal professionals are crucial in structuring such investments and ensuring compliance with regulatory frameworks.

At Infinity & Partners, we have extensive experience in facilitating infrastructure projects, particularly in the energy sector. Our team has been involved in major hydropower project negotiations, drafting joint venture agreements, concession agreements, and project development agreements. Additionally, we have worked closely with regulatory bodies to implement reforms that promote investment in this sector.

Our Services Include:

• Drafting joint development agreements, joint venture agreements, and documentation for survey and electricity generation licenses.
• Advising on investment structuring and incorporation of special purpose vehicles.
• Assisting in negotiations with government authorities and relevant stakeholders.
• Providing counsel on project financing, concession agreements, and regulatory matters.
• Drafting documents for share transactions, loan financing, and security arrangements.
• Representing clients in investment-related disputes through litigation or arbitration.
• Collaborating with government agencies on regulatory and legal reforms in the infrastructure sector.

Information Technology

The rise of outsourcing to developing countries has seen a growth in Nepal's information technology sector. Many IT companies in Nepal collaborate with foreign businesses on a contractual basis, generating international transactions. These companies require legal counsel well-versed in both domestic regulations and international conflict-of-law issues to ensure that their contracts are enforceable and compliant.

In a digitalized world, businesses increasingly operate online, requiring lawyers capable of addressing new challenges in e-commerce, data protection, and digital transactions. At Infinity & Partners, we adopt a dynamic

Our Information Technology Legal Services Include:

• Assisting with negotiation of assignment terms, licensing, and non-disclosure agreements.
• Preparing documentation for digital licenses and securing necessary approvals.
• Ensuring legal and regulatory compliance for online businesses and transactions.
• Advising on foreign exchange regulations for international transactions.
• Assisting with telecommunications and broadcasting licenses and the regulatory process.

Private Equity and Venture Capital: Legal Guidance for Emerging Markets

Nepal’s private equity and venture capital market is in its early stages, but foreign private equity firms are increasingly involved in transactions, acquiring equity stakes and taking over the management of local companies. Private equity funds are now playing a critical role in accumulating capital for various ventures in Nepal. At Infinity & Partners, we have advised foreign private equity firms on transactions in Nepal, covering corporate governance practices, exit strategies, repatriation of investments, and compliance with regulatory frameworks.

Our Private Equity Legal Services Include:

• Advising on legal provisions and regulatory challenges for equity funds in Nepal.
• Assessing the prospects for foreign equity participation in Nepal's markets.
• Creating and establishing private equity and investment funds and advising on their operation.
• Negotiating and drafting transactional documents for private equity investments.
• Advising on foreign exchange regulatory matters for fund entry, operation, and exit.
• Conducting legal due diligence, identifying risks, and ensuring compliance post-transaction.
• Advising on exit strategies and corporate governance for companies managed by private equity and venture capital funds.