Company Update Process in Nepal

09 Jan

Updating your company information in Nepal is a mandatory compliance requirement that every business must navigate at some point. Whether you're changing your company name, relocating your registered office, modifying director details, or adjusting business objectives, understanding the company update process in Nepal ensures your business remains legally compliant with the Office of Company Registrar (OCR) and other regulatory bodies.

This comprehensive guide walks you through every aspect of company updates in Nepal, from required documents to costs, timelines, and common pitfalls to avoid.

What is a Company Update in Nepal?

A company update refers to any formal modification made to a company's registered information with the Office of Company Registrar. Under the Companies Act, 2063 (2006), registered companies must notify OCR of significant structural or operational changes to maintain accurate corporate records.

Company updates encompass various modifications including name changes, address relocations, director appointments or removals, capital structure adjustments, and business objective amendments. The process requires formal approval from OCR and may involve coordination with other authorities like the Inland Revenue Department (IRD) and local Ward offices.

The legal framework for company updates stems primarily from the Companies Act 2063 and related regulations. OCR, operating under the Ministry of Industry, Commerce and Supplies, serves as the primary regulatory body overseeing these modifications.

Why Update Company Information?

Maintaining current company information is not just a legal obligation—it's essential for smooth business operations. Here's why timely updates matter:

Legal Compliance: The Companies Act mandates that businesses report significant changes. Failure to update can result in penalties, fines, or even company deregistration. Non-compliance creates legal vulnerabilities that can affect your business standing.

Operational Efficiency: Updated records ensure seamless interactions with banks, government departments, tax authorities, and business partners. Outdated information can delay transactions, loan approvals, and contract executions.

Transparency and Credibility: Accurate company records build stakeholder confidence. Investors, creditors, and partners rely on OCR records for due diligence. Current information demonstrates professionalism and regulatory adherence.

Access to Services: Banks require updated company details for account operations. Government tenders mandate current registration certificates. Tax authorities need aligned information across all databases.

Types of Company Updates in Nepal

Different update types involve varying procedures, documents, and costs. Understanding these distinctions helps you prepare appropriately.

Company Name Change

Changing your company name requires the most comprehensive update process. This modification involves obtaining name approval, amending constitutional documents, and notifying multiple authorities.

The process starts with reserving a new company name through the OCR portal. Companies must conduct a board meeting and shareholder resolution approving the name change. The fee for name change is 25% of the original registration fee based on your company's authorized capital.

After OCR approval, companies must publish the name change notice in a national newspaper and submit the publication proof to OCR. Subsequently, updates must be made with the Inland Revenue Department, bank accounts, and local ward registration.

Registered Address Change

Relocating your company's registered office is common as businesses expand or optimize operations. Address changes require board resolution, proof of new premises (rental agreement or ownership documents), and amendments to the Memorandum and Articles of Association.

Unlike name changes, address updates are typically free of charge at OCR. However, the process requires coordination with multiple authorities. After OCR approval, companies must update their address with the local ward office (both old and new locations), transfer IRD registration to the new jurisdiction, and notify their banks.

Director Changes

Adding or removing directors involves submitting board resolutions, updated director details, and consent forms. The Companies Act requires notification within 15 days of director appointment or resignation.

Director change applications must include the new director's citizenship certificate (for Nepali citizens) or passport copies (for foreign directors), director consent forms, board meeting minutes, and criminal clearance certificates where applicable.

For public companies and those regulated by SEBON, additional disclosure requirements apply. Foreign directors require approval from Nepal Rastra Bank for investments exceeding prescribed limits.

Capital Structure Modification

Increasing or decreasing authorized capital requires shareholder approval through special resolution. Capital increase often accompanies business expansion, while reduction may follow restructuring.

This update involves amending the Memorandum of Association, filing revised capital structure with OCR, and paying additional registration fees for capital increases. The registration fee structure remains based on the authorized capital brackets defined by OCR.

Business Objective Changes

Modifying your company's registered business activities requires OCR consent. This update is necessary when expanding into new sectors or pivoting business focus.

Companies must demonstrate legitimate business reasons for objective changes and ensure compliance with sectoral regulations. Certain industries require additional licenses or approvals from regulatory bodies like Department of Industry or Nepal Rastra Bank.

Step-by-Step Company Update Process

Follow this comprehensive process to successfully update your company information with OCR:

Step 1: Internal Approval

Begin by convening a board of directors meeting. Pass a resolution approving the proposed changes. Document the decision in official meeting minutes with all directors' signatures. For significant changes like name modifications or capital restructuring, call a Special General Meeting to obtain shareholder approval through special resolution.

Step 2: Document Preparation

Prepare all required documents based on your update type. This typically includes board resolutions, updated constitutional documents (MOA/AOA), supporting proof documents, director consent forms where applicable, and payment vouchers for applicable fees.

Ensure all documents are properly notarized and translated to Nepali where required. Foreign documents need authentication from relevant authorities.

Step 3: Name Reservation (for Name Changes)

If changing your company name, access the OCR portal and submit three alternative name proposals. The name reservation fee is NPR 100. Name approval typically takes 3-5 working days. Approved names remain reserved for 35 days during which you must complete the registration.

Step 4: Application Submission to OCR

Submit your formal application through the OCR online portal at application.ocr.gov.np. Upload all required documents in specified formats. Pay applicable government fees through the online payment system or designated bank accounts.

For payments exceeding NPR 5,000, deposits must be made at Nepal Rastra Bank or authorized commercial banks under the 'RAJASWA' account. Submit two copies of payment vouchers to OCR's accounts section.

Step 5: OCR Verification

OCR conducts a detailed review of submitted applications and supporting documents. Officers verify compliance history, assess proposed changes, and evaluate legal requirements. OCR may request additional information or clarifications during this phase. Processing time typically ranges from 2-10 working days for straightforward applications.

Companies should monitor their application status regularly through the OCR portal and respond promptly to any queries.

Step 6: Approval and Certificate Issuance

Upon satisfactory review, OCR issues an approval certificate specifying authorized changes and any conditions. Companies receive updated registration certificates reflecting approved modifications. Download your digital certificate directly from the CAMIS portal—certificates now include QR codes for instant verification.

Step 7: Notification to Other Authorities

Complete the update cycle by notifying other relevant authorities. Update your information with the Inland Revenue Department for tax records. Register changes with your local Ward office. Inform your bank and update account details. Notify any professional licensing bodies relevant to your industry.

Maintain copies of all approval documents for future reference and compliance verification.

Required Documents for Company Updates

Document requirements vary based on update type. Here's a comprehensive checklist:

Universal Documents (All Update Types)

Completed application form from OCR
Board of Directors resolution with meeting minutes
Updated Memorandum of Association (2 copies)
Updated Articles of Association (2 copies)
Existing company registration certificate
PAN registration certificate
Payment voucher for applicable fees
Authorization letter if using representative

Name Change Additional Documents

Shareholder special resolution approving name change
Name reservation approval certificate
Newspaper publication proof of name change notice
Updated company seal design

Address Change Additional Documents

Rental agreement or ownership proof for new premises
Location certificate from new ward office
No-objection letter from property owner
Proof of old premises vacation (if applicable)

Director Change Additional Documents

New director citizenship certificate or passport (notarized)
Director consent form and declaration
Criminal clearance certificate
Board resolution appointing/removing directors
Resignation letter (for outgoing directors)

Capital Structure Change Documents

Shareholder special resolution approving capital change
Revised MOA reflecting new capital structure
Proof of subscription for capital increase
Bank statements showing paid-up capital

Foreign Investment Related Documents

Foreign investment approval from Department of Industry
Nepal Rastra Bank permission letter
Passport copies of foreign investors (notarized)
Parent company registration certificate (for foreign entities)
Joint venture agreement (if applicable)

Timeline and Processing Duration

Understanding typical timelines helps you plan effectively:

Name Reservation: 3-5 working days after submission

OCR Processing for Simple Updates: 2-10 working days with complete documentation

Complex Modifications: 10-20 working days depending on review requirements

Total Name Change Process: 15-25 working days including newspaper publication

Address Change: 7-15 working days including ward office coordination

Director Change: 5-10 working days for straightforward appointments

Capital Restructuring: 10-20 working days including verification

Expedited processing is available for an additional 50% fee surcharge for urgent applications. Priority processing applies to investment projects exceeding NPR 10 million authorized capital. Same-day service is possible for simple private company registrations with complete documentation.

Delays commonly occur due to incomplete documents, peak filing seasons, need for clarifications from OCR, incorrect document formats, or issues with payment processing. Proactive preparation minimizes these delays.

Costs and Fees for Company Updates

Company update costs in Nepal vary significantly based on modification type and company size.

Government Fees

Name Change: 25% of original registration fee based on authorized capital

Up to NPR 100,000 capital: NPR 250
NPR 100,001-500,000: NPR 500
NPR 500,001-1,000,000: NPR 750
NPR 1,000,001-5,000,000: NPR 1,250
NPR 5,000,001-10,000,000: NPR 2,500
Above NPR 10,000,000: 0.025% of authorized capital

Address Change: Free of charge at OCR (ward office fees may apply)

Director Change: Typically no OCR fee (may vary for foreign directors)

Capital Increase: Additional registration fee for increased capital portion following the standard registration fee schedule

Name Reservation: NPR 100 per application

Additional Costs

Newspaper Publication (for name changes): NPR 3,000-8,000 depending on publication

Notary Services: NPR 500-1,000 per document

Document Translation: NPR 1,000-2,500 per page for foreign language documents

Professional Service Fees: NPR 10,000-50,000 depending on complexity and service provider

Ward Office Registration: NPR 1,000-5,000 depending on municipality

Expedited Processing: Additional 50% of government fee for urgent applications

Document Attestation: NPR 200-500 per document

Companies should budget 15-25% additional amount beyond government fees for miscellaneous expenses, professional services, and administrative costs.

Common Mistakes to Avoid

Learn from these frequent errors to streamline your update process:

Incomplete Documentation: Submitting applications without all required documents causes immediate rejection. Create a comprehensive checklist and verify every document before submission.

Missed Deadlines: Director changes must be reported within 15 days. Annual returns must be filed within 60 days of fiscal year-end. Calendar these obligations to avoid penalties.

Incorrect Document Formats: OCR requires specific formats for MOA and AOA amendments. Documents must be in Nepali or English with proper notarization. Non-compliance results in rejection.

Ignoring Post-Update Requirements: Many companies update OCR records but forget to notify IRD, ward offices, and banks. This creates inconsistencies that cause operational issues.

Inadequate Board Resolutions: Vague or improperly documented resolutions fail OCR scrutiny. Include specific details about proposed changes with clear authorization.

Name Availability Issues: Proposing names too similar to existing companies wastes time. Conduct thorough name searches before formal reservation.

Foreign Investment Compliance: Foreign directors and investors must secure appropriate approvals before appointment. Missing Nepal Rastra Bank or Department of Industry approvals derails applications.

Payment Processing Errors: Using incorrect payment methods or account numbers delays processing. Follow OCR payment instructions precisely.

Annual Company Update and Renewal

Beyond structural updates, companies must maintain annual compliance with OCR and IRD.

Annual Return Filing: All registered companies must file annual returns with OCR within 60 days of financial year-end. This filing includes audited financial statements, director and shareholding updates, and compliance declarations.

Tax Compliance: Submit income tax returns, VAT filings (if registered), and tax clearance certificates to IRD. Late submissions incur daily penalties—NPR 1,000 daily for income tax delays and NPR 500 daily for VAT delays.

Annual General Meeting: Companies must hold AGMs within six months of fiscal year-end. Document meeting minutes and file with OCR as required.

Auditor Appointment: Appoint or reappoint statutory auditors and notify OCR within prescribed timelines. Maintain updated audit reports and financial records.

Penalties for non-compliance are progressive and severe. OCR imposes fines that may lead to company strike-off. Extended delays can result in director disqualification and operational restrictions including inability to participate in government tenders and limited banking services.

Special Considerations for Different Company Types

Private Limited Companies

Private companies have simpler update procedures but must ensure shareholder limits don't exceed 101 shareholders. Maintain the "Private Limited" designation in all name changes. No public offering of securities is permitted without converting to public company status.

Public Limited Companies

Public companies face enhanced disclosure requirements and regulatory scrutiny. SEBON (Securities Board of Nepal) coordination is required for listed companies. Corporate governance standards must be maintained throughout updates. Shareholder notices and disclosures follow stricter timelines.

Foreign Investment Companies

Companies with foreign investment require additional approvals from Department of Industry and Nepal Rastra Bank. FITTA (Foreign Investment and Technology Transfer Act) 2019 compliance is mandatory. Repatriation documentation must be maintained. Foreign director appointments need special clearances.

SEBON Requirements for Listed Companies

Listed companies and those preparing for IPOs must comply with additional SEBON regulations.

Companies must submit update notifications to SEBON within prescribed timelines. Maintain enhanced disclosure standards for material changes. Corporate governance modifications require SEBON approval. Director changes must meet independence criteria for listed entities.

SEBON monitors compliance with Securities Act provisions and coordinates with OCR on structural changes. Listed companies face market disclosure obligations beyond standard OCR requirements.

FAQs: Company Update Process in Nepal

Q: How long does a company name change take in Nepal? A: The complete name change process typically takes 15-25 working days, including name reservation (3-5 days), OCR approval (5-10 days), newspaper publication (3-5 days), and multi-authority updates (3-7 days).

Q: What is the cost to change a company name in Nepal? A: The government fee is 25% of your original registration fee. For example, if your company was registered with NPR 1,000,000 capital (NPR 3,000 registration fee), the name change costs NPR 750 plus additional expenses for newspaper publication (NPR 3,000-8,000) and professional services if used.

Q: Is company address change free in Nepal? A: Yes, address changes are free at the Office of Company Registrar. However, you may incur costs for ward office registration (NPR 1,000-5,000), document preparation, and potential professional service fees.

Q: How quickly must I report director changes? A: The Companies Act requires director change notifications within 15 days of appointment or resignation. Late reporting can result in penalties and compliance issues.

Q: Can foreign nationals be directors of Nepalese companies? A: Yes, foreign nationals can serve as company directors in Nepal. However, at least one director must be a Nepali citizen as mandated by Companies Act 2063, Section 88. Foreign directors require valid visa status and Nepal Rastra Bank approval for investments exceeding prescribed limits.

Q: What happens if I don't update my company information? A: Failure to update company information results in progressive penalties from OCR and IRD, potential company deregistration, operational restrictions including inability to participate in tenders, banking limitations, and legal vulnerabilities in business transactions.

Q: Can I process company updates online? A: Yes, OCR provides online portals for most update submissions through the CAMIS system at application.ocr.gov.np. However, certain documents still require physical submission with proper attestation.

Q: Do I need a lawyer to update my company information? A: While not mandatory, professional legal assistance ensures accuracy, compliance, and timely submission while minimizing error risks and penalties. Many businesses engage lawyers or company secretaries for complex updates.

Q: How do I check my company's current registered information? A: Visit the OCR website at www.ocr.gov.np to search and verify company registration details. The new digital certificates include QR codes for instant verification.

Q: What is the difference between annual renewal and company update? A: Annual renewal is a mandatory yearly compliance requirement involving filing of financial statements and returns. Company update refers to specific modifications like name changes, address relocations, or director changes that occur as needed.

Key Takeaways

Successfully navigating the company update process in Nepal requires understanding legal requirements, preparing comprehensive documentation, following systematic procedures, and maintaining ongoing compliance.

Start your update process early to accommodate typical processing timelines. Engage professional assistance for complex modifications or when regulatory nuances require expertise. Maintain organized records of all company documents, resolutions, and correspondence with authorities.

Remember that company updates extend beyond OCR approval—coordinate with IRD, ward offices, and banks to ensure complete record consistency across all regulatory databases.

For businesses operating in regulated sectors or with foreign investment, additional layers of approval apply. Factor these requirements into your timeline and budget planning.

Professional Assistance for Company Updates

While Nepal's company update process is increasingly digitized and accessible, many businesses benefit from professional guidance. Law firms and corporate service providers offer comprehensive assistance including document preparation, application filing, authority coordination, compliance monitoring, and timeline management.

Professional services typically range from NPR 15,000-50,000 depending on update complexity, company structure, and urgency requirements. This investment often proves worthwhile by avoiding errors, minimizing delays, and ensuring regulatory compliance.

When selecting a service provider, verify their experience with OCR procedures, client testimonials and success rate, understanding of your industry requirements, transparency in fee structure, and communication practices.

Conclusion

The company update process in Nepal, governed by the Companies Act 2063 and administered by the Office of Company Registrar, ensures corporate records remain accurate and compliant. Whether updating your company name, address, directors, capital structure, or business objectives, following systematic procedures with complete documentation facilitates smooth approvals.

Timeline expectations range from 2-25 working days depending on modification type. Costs vary from free (address changes) to 25% of registration fees (name changes) plus ancillary expenses. Avoiding common mistakes like incomplete documentation, missed deadlines, and inadequate post-update notifications prevents delays and penalties.

For listed companies, SEBON requirements add complexity requiring enhanced disclosure and governance standards. Foreign investment entities face additional regulatory coordination with Department of Industry and Nepal Rastra Bank.

Stay informed about regulatory changes, maintain proactive compliance calendars, and consider professional assistance for complex updates to ensure your company remains in good standing with all Nepalese authorities.

Need expert assistance with your company update in Nepal? Contact qualified corporate lawyers and company registration specialists who can guide you through every step of the process, ensuring compliance and efficiency.

Bookmark this guide for future reference when planning your next company update. Share it with fellow business owners navigating Nepal's corporate compliance landscape.

Last updated: January 2026 | Information based on Companies Act 2063, OCR regulations, and current practices as of January 2025. Regulations may change; always verify current requirements with official authorities.