How to Change Company Name in Nepal

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Introduction

The process to change company name in Nepal is a formal legal procedure that requires compliance with specific regulations outlined in the Companies Act, 2063. This comprehensive guide provides detailed information on the complete process, required documentation, associated costs, and timeline for changing your company's registered name in Nepal. Whether you're rebranding, resolving naming conflicts, or adapting to market changes, understanding the legal requirements is essential for a smooth transition.

Why Companies Change Their Names in Nepal

Companies in Nepal may decide to change company name in Nepal for various strategic reasons:

• Rebranding to reflect new business direction or vision
• Mergers or acquisitions requiring a new identity
• Resolving trademark conflicts or naming disputes
• Expanding into new markets with a more suitable name
• Improving market positioning with a more compelling name
• Correcting errors in the original registration

Legal Framework for Company Name Change in Nepal

The authority to change company name in Nepal is governed by:

• Companies Act, 2063 (2006): The primary legislation regulating all company-related procedures in Nepal
• Company Regulations, 2064 (2007): Detailed procedural guidelines for company operations
• Office of the Company Registrar (OCR): The government body responsible for company registration and name changes
• Department of Industry: Oversight authority for industrial and commercial entities

Step-by-Step Process to Change Company Name in Nepal

Step 1: Board Resolution

The process to change company name in Nepal begins with a formal decision by the company's board of directors:

• A board meeting must be convened to discuss the proposed name change
• A formal resolution must be passed approving the name change
• The resolution should authorize a designated director to complete the process
• Minutes of the meeting must be properly recorded and maintained

Step 2: Special Resolution by Shareholders

Following the board decision, a special resolution must be passed by the shareholders:

• A general meeting of shareholders must be called
• At least 75% of voting rights must approve the name change
• The resolution must be filed with the Office of the Company Registrar
• Notice of the resolution must be published in a national newspaper

Step 3: Name Availability Check

Before proceeding with the application to change company name in Nepal, you must verify the availability of your proposed new name:

• Submit at least three proposed names to the Office of the Company Registrar
• The OCR will check for conflicts with existing registered companies
• Names that are identical or confusingly similar to existing companies will be rejected
• The name availability check typically takes 1-2 days

Step 4: Application Submission

Once name availability is confirmed, submit the formal application to the Office of the Company Registrar:

• Complete the prescribed application form (Form 14)
• Include all required supporting documents
• Pay the applicable government fees
• Submit the application to the OCR office in Kathmandu or provincial offices

Step 5: Publication and Gazette Notification

After approval of the application to change company name in Nepal, the following notifications are required:

• Publish a notice of the name change in a national newspaper
• The Office of the Company Registrar will publish the change in the Nepal Gazette
• Both publications must occur within 30 days of approval

Step 6: Update Company Records

Following the official name change, update all company records and documents:

• Update the company's memorandum of association and articles of association
• Obtain a new registration certificate with the updated name
• Update all company letterheads, contracts, and official documents
• Notify all relevant stakeholders, clients, and partners of the change

Documents Required to Change Company Name in Nepal

To successfully change company name in Nepal, the following documents must be submitted to the Office of the Company Registrar:

Timeline and Fees for Company Name Change in Nepal

The complete process to change company name in Nepal typically follows this timeline:

*Note: Government fees vary based on company type and authorized capital.

Common Challenges When Changing Company Name in Nepal

Companies attempting to change company name in Nepal may encounter several challenges:

• Name Rejection: Proposed names may be rejected if they are identical or confusingly similar to existing companies
• Documentation Errors: Incomplete or incorrectly prepared documents can cause delays
• Tax Compliance Issues: Outstanding tax liabilities must be resolved before name change approval
• Shareholder Disagreements: Obtaining the required 75% majority may be challenging in some companies
• Trademark Conflicts: Names that infringe on existing trademarks will be rejected

Impact of Company Name Change on Business Operations

When you change company name in Nepal, several aspects of your business operations are affected:

• Legal Contracts: Existing contracts remain valid but should be updated to reflect the new name

• Bank Accounts: Banks must be notified to update account information
• Tax Registration: The Inland Revenue Department must be informed of the name change
• Licenses and Permits: All business licenses and permits must be updated
• Intellectual Property: Trademarks and copyrights must be transferred to the new name
• Digital Presence: Website, social media, and online listings must be updated

Professional Assistance for Company Name Change in Nepal

While it's possible to change company name in Nepal independently, many companies seek professional assistance:

• Legal Consultants: Can ensure compliance with all legal requirements
• Company Secretaries: Specialize in corporate compliance procedures
• Chartered Accountants: Can assist with tax compliance aspects
• Business Registration Services: Offer end-to-end name change services

Professional assistance typically costs NPR 15,000-50,000 depending on the complexity of the case and the service provider.

Recent Updates to Company Name Change Regulations in Nepal

The process to change company name in Nepal has seen several recent developments:

• Digital Initiatives: The OCR is gradually moving toward online submission systems
• Provincial Offices: Company registration services are now available in provincial centers
• Streamlined Processes: Efforts to reduce processing times for name changes
• Enhanced Name Search: Improved systems for checking name availability and conflicts

Conclusion

The process to change company name in Nepal requires careful attention to legal requirements, proper documentation, and adherence to established procedures. While the process can be completed in approximately one to two months, proper planning and preparation are essential for a smooth transition. Companies should consider seeking professional assistance to ensure compliance with all legal requirements and avoid potential delays or complications.

For personalized guidance on your specific situation or assistance with the name change process, consult with a qualified legal professional or company registration service in Nepal.

Frequently Asked Questions (FAQ)

Q1: How long does it take to change company name in Nepal?

A: The complete process to change company name in Nepal typically takes 28-59 days, depending on various factors including document preparation, government processing times, and publication requirements. The OCR processing itself usually takes 3-7 days once all documents are properly submitted.

Q2: What is the cost to change company name in Nepal?

A: The government fees to change company name in Nepal range from NPR 11,000 to 26,000, depending on the company type and authorized capital. Additional costs may include professional fees if you hire a consultant, company secretary, or lawyer to assist with the process.

Q3: Can a foreign-owned company change its name in Nepal?

A: Yes, foreign-owned companies registered in Nepal can change company name in Nepal following the same procedure as domestic companies. However, they may need to provide additional documentation related to their foreign investment status and approvals from the Department of Industry.

Q4: Is it mandatory to publish the name change in a newspaper?

A: Yes, it is mandatory to publish a notice of the company name change in Nepal in a national newspaper. This publication must occur within 30 days of receiving approval from the Office of the Company Registrar. The Office of the Company Registrar also publishes the change in the Nepal Gazette.

Q5: Can a company change its name multiple times in Nepal?

A: Yes, a company can change company name in Nepal multiple times, but each change requires following the complete legal procedure again. Frequent name changes may raise questions about business stability and may require additional scrutiny from regulatory authorities.

Q6: What happens to existing contracts when a company changes its name?

A: When a company changes name in Nepal, all existing contracts and legal obligations remain valid and continue to be binding. However, it's advisable to update all contracts and agreements to reflect the new name to avoid confusion and ensure smooth business operations.

Q7: Can a rejected name be submitted again for approval?

A: Yes, a rejected name can be submitted again for approval when attempting to change company name in Nepal, but it's important to understand why it was rejected initially. If the name was rejected due to similarity with an existing company, it will likely be rejected again unless the existing company has been dissolved or has also changed its name.

Q8: How can I check if a company name is available in Nepal?

A: To check if a company name is available before attempting to change company name in Nepal, you can submit a name availability application to the Office of the Company Registrar. This can be done in person at their offices in Kathmandu or provincial centers. The OCR will check their database for identical or confusingly similar names.

Q9: Do I need a lawyer to change my company name in Nepal?

A: While it's not mandatory to hire a lawyer to change company name in Nepal, professional legal assistance is highly recommended. A qualified lawyer or company secretary can ensure compliance with all legal requirements, help prepare proper documentation, and navigate potential challenges that may arise during the process.

Q10: What happens to my company's PAN and tax registration after name change?

A: When you change company name in Nepal, your company's Permanent Account Number (PAN) remains the same, but you must update your company name with the Inland Revenue Department. This requires submitting an application along with the approved name change documents from the Office of the Company Registrar.