Company Location Change Process in Nepal

Changing the registered office or company location change process in Nepal is a formal legal process governed by the Companies Act, 2063 (2006). Every company registered in Nepal must maintain a registered office address, and any change to that address must be reported and approved through the Office of the Company Registrar (OCR). This article covers everything you need to know about the company location change process in Nepal, including applicable laws, required documents, steps, fees, and timelines.

What Is a Company Location Change in Nepal?

A company location change refers to the formal process of updating the registered office address of a company with the Office of the Company Registrar (OCR) Nepal. The registered office is the official address where all legal notices, government correspondence, and statutory communications are sent to the company.

Under Section 10 of the Companies Act, 2063, every company is required to have a registered office within Nepal. The company must notify the OCR within 15 days of any change in its registered office address. Failure to do so can result in penalties under the law.

There are two types of location changes for companies in Nepal:

• Change within the same district – A relatively simpler process involving a board resolution.
• Change to a different district – A more complex process that may require amendment of the Memorandum of Association (MoA) and a Special Resolution passed in a General Meeting.

Legal Basis for Company Location Change in Nepal

The legal foundation for company location change in Nepal is rooted in the following laws and regulations:

Legal Instrument	Provision
Companies Act, 2063 (2006)	Section 10 – Registered Office requirement and change notification
Companies Act, 2063 (2006)	Section 21 – Amendment of Memorandum of Association
Companies Act, 2063 (2006)	Section 68 – Special Resolution requirements
Company Registration Rules, 2057	Procedures for filing amendments with OCR
Income Tax Act, 2058	PAN and tax address update requirements
Industrial Enterprises Act, 2076	Applicable to industries changing their operational location

The Office of the Company Registrar (OCR) is the primary government authority responsible for processing all company-related changes, including location changes in Nepal. You can visit the official OCR website at www.ocr.gov.np for updated forms and procedures.

Why Do Companies Change Their Location in Nepal?

Companies change their registered office address in Nepal for various reasons:

• Expansion of business operations requiring a larger or more accessible office space
• Cost reduction by moving to a more affordable location
• Strategic relocation to an area closer to clients, markets, or government offices
• Change in operational district due to project requirements
• Landlord disputes or lease termination
• Merger or acquisition resulting in a new principal office
• Better infrastructure and connectivity in a new location

Regardless of the reason, the company must follow the formal process prescribed by the Companies Act, 2063 and notify the OCR within the legally mandated timeframe.

Types of Company Location Change in Nepal

1. Change of Registered Office Within the Same District

When a company moves its registered office from one address to another within the same district, the process is relatively straightforward. A Board of Directors Resolution is sufficient to approve the change internally. The company is not required to hold an Extraordinary General Meeting (EGM) or pass a Special Resolution in most cases.

2. Change of Registered Office to a Different District

When a company intends to move its registered office to a different district, the process requires:

• An amendment to the Memorandum of Association (MoA) which specifies the company’s registered district.
• A Special Resolution passed by the shareholders at an Extraordinary General Meeting (EGM) or Annual General Meeting (AGM).
• Filing the amended MoA along with supporting documents with the OCR.

This distinction is significant because the MoA is a foundational legal document that defines the company’s registered location and cannot be changed without shareholder approval.

Step-by-Step Process for Company Location Change in Nepal

Step 1: Hold a Board of Directors Meeting

The first step is to convene a Board of Directors (BoD) Meeting where the decision to change the company’s registered office is formally discussed and passed as a Board Resolution. The resolution must clearly state:

• The current registered office address
• The proposed new registered office address
• The reason for the change
• Authorization given to a specific person (usually the Managing Director or Company Secretary) to complete the process

Step 2: Hold an Extraordinary General Meeting (If Changing District)

If the company is moving to a different district, an Extraordinary General Meeting (EGM) must be convened. Under Section 68 of the Companies Act, 2063, a Special Resolution requires approval of at least 75% of the voting shareholders present at the meeting.

The notice of the EGM must be sent to all shareholders at least 15 days in advance as per Section 63 of the Companies Act, 2063.

Step 3: Prepare the Required Documents

After the internal approvals are obtained, the company must prepare all necessary documents for submission to the OCR. The documentation varies slightly based on whether the change is within the same district or to a different district.

Step 4: Submit Application to OCR

The company must file the application along with all supporting documents at the Office of the Company Registrar (OCR) in Kathmandu or the relevant District Administration Office (DAO) for companies registered outside Kathmandu. The application can also be submitted online through the OCR online portal at www.ocr.gov.np.

Step 5: Pay the Required Fees

The company must pay the prescribed government fee for the location change. The fee structure is determined by the OCR and varies based on the type of company (private limited, public limited) and the nature of the change.

Step 6: Receive the Updated Certificate

After processing, the OCR issues an updated certificate or acknowledgment letter confirming the change of registered office. This document serves as official proof of the new registered address.

Step 7: Update Related Government Records

After OCR approval, the company must update its address with other relevant government bodies:

• Inland Revenue Department (IRD) – Update PAN/TAN address at www.ird.gov.np
• Department of Industry or relevant licensing authority
• Labor Office – If the operational location of employees changes
• Social Security Fund (SSF)
• Banks and financial institutions

Required Documents for Company Location Change in Nepal

For Change Within the Same District:

• Completed application form (Form as prescribed by OCR)
• Certified copy of Board Resolution approving the change
• Copy of the current Certificate of Incorporation
• Copy of the current Memorandum of Association (MoA) and Articles of Association (AoA)
• Proof of new address (lease agreement or land ownership certificate)
• Citizenship copy of the authorized representative
• Fee payment receipt

For Change to a Different District:

• All documents listed above
• Notice of EGM sent to shareholders
• Minutes of the Extraordinary General Meeting (EGM)
• Copy of the Special Resolution passed at the EGM
• Amended Memorandum of Association (MoA) reflecting the new district
• Shareholder attendance register of the EGM
• Declaration by directors confirming the resolution was passed properly

Document Checklist Table

Document	Same District Change	Different District Change
OCR Application Form	Required	Required
Board Resolution	Required	Required
EGM Notice	Not Required	Required
Special Resolution	Not Required	Required
Amended MoA	Not Required	Required
Certificate of Incorporation	Required	Required
Proof of New Address	Required	Required
Citizenship Copy	Required	Required
Fee Payment Receipt	Required	Required
EGM Minutes	Not Required	Required

Fees for Company Location Change in Nepal

The OCR charges fees based on the company type and the nature of the amendment. General fee structures include:

• Private Limited Company – Same District Change: Nominal fee as prescribed
• Private Limited Company – Different District (MoA Amendment): Higher fee applicable for MoA amendment
• Public Limited Company: Higher fee structure compared to private limited companies

The current fee schedule is available on the official OCR website at www.ocr.gov.np. It is advisable to check the latest fee structure before submitting the application as fees are subject to periodic revision.

Timeline for Company Location Change in Nepal

The timeline for processing a company location change at OCR typically ranges from 7 to 21 working days, depending on the completeness of the documents submitted. If documents are found to be incomplete or incorrect, the OCR may request additional information, extending the processing time.

The company must file the change notification with the OCR within 15 days of passing the Board Resolution or Special Resolution, as mandated under the Companies Act, 2063.

Consequences of Not Updating Company Location in Nepal

Failure to update the registered office address with the OCR and other relevant authorities can result in:

• Financial penalties under the Companies Act, 2063
• Non-receipt of legal notices and government correspondence at the registered address
• Complications during audits, tax filings, and renewals
• Potential deregistration or blacklisting by the OCR for non-compliance
• Issues during company valuation, merger, or acquisition due to discrepancies in official records

Post-Change Compliance Requirements

After the company location change is officially recorded by OCR, the company must:

• Update letterheads, invoices, and official documents with the new address
• Inform all clients, vendors, and business partners of the new address
• Update the company’s address on the company website and digital platforms
• File updated address information with the Social Security Fund (SSF) and Labor Office
• Update the address on all bank accounts and financial documents

Conclusion

The company location change process in Nepal is a structured and legally defined procedure under the Companies Act, 2063. Whether the change is within the same district or to a different district, the company must follow the proper steps, prepare accurate documentation, and file the application with the Office of the Company Registrar (OCR) within the legally mandated 15-day period. Companies should also update their records with the Inland Revenue Department, Social Security Fund, and other relevant authorities after the OCR confirms the change. Proper compliance protects the company from penalties and ensures uninterrupted business operations in Nepal.

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