Company name change process in Nepal is a formal legal process governed by the Companies Act, 2063 (2006). Whether a business is rebranding, resolving a naming conflict, or aligning with a new business direction, the name change must follow the procedures prescribed by the Office of the Company Registrar (OCR) under the Ministry of Industry, Commerce and Supplies. This article covers the complete process, required documents, fees, timeline, and legal basis for changing a company name in Nepal.
What Is a Company Name Change in Nepal?
A company name change in Nepal refers to the formal and legal process of replacing the existing registered name of a company with a new name in the official records of the Office of the Company Registrar (OCR). The new name must comply with naming rules under the Companies Act, 2063, and must be unique and not already registered by another entity.
The name change does not dissolve the company or alter its legal identity, PAN, VAT registration, or existing contracts unless amended separately. The company continues to operate as the same legal entity with a new name.
Legal Framework: Which Law Governs Company Name Change in Nepal?
The legal basis for company name change in Nepal is:
- Companies Act, 2063 (2006) – Section 19 and related provisions deal with amendments to company memorandum and articles.
- Company Registration Rules, 2057 (2000) – Provides procedural guidelines.
- Office of the Company Registrar Directives – OCR issues updated circulars and procedures from time to time.
Under Section 19 of the Companies Act, 2063, a company may alter its memorandum of association (MoA) with the approval of its shareholders through a special resolution. A name change falls under this category as it is a fundamental change to the MoA.
Who Can Apply for a Company Name Change in Nepal?
Any registered company in Nepal can apply for a name change, including:
- Private Limited Companies (Pvt. Ltd.)
- Public Limited Companies (Ltd.)
- Single Member Private Companies
- Foreign Company Branch Offices (subject to additional requirements)
The following conditions must be met before filing:
- The company must be in good standing (no pending dissolution or legal action).
- All annual returns and financial statements must be up to date with OCR.
- The proposed new name must be available (not already registered or reserved).
- The name must not violate naming restrictions under the Companies Act, 2063 (Section 14), such as names resembling government bodies, misleading names, or names restricted by other laws.
Step-by-Step Process for Company Name Change in Nepal
The following is the standard process for changing a company name in Nepal:
Step 1: Check Name Availability
Before proceeding, verify whether the proposed new name is available. You can check name availability through the OCR official portal. The name must be unique and must not conflict with any registered company, trademark, or restricted terms.
Step 2: Hold a Board Meeting
The Board of Directors must pass a board resolution recommending the name change and calling for an Extraordinary General Meeting (EGM) or allowing it at the Annual General Meeting (AGM).
Step 3: Pass a Special Resolution at the General Meeting
The shareholders must pass a special resolution for the name change. Under the Companies Act, 2063, a special resolution requires:
- Notice of the meeting given at least 15 days in advance to all shareholders.
- Approval by at least 75% of the voting shareholders present at the meeting (Section 59, Companies Act, 2063).
The minutes of the general meeting must be properly recorded and signed.
Step 4: Amend the Memorandum of Association (MoA) and Articles of Association (AoA)
After the special resolution is passed, the company must prepare the amended MoA and AoA reflecting the new company name throughout the documents.
Step 5: File Application with the Office of the Company Registrar
Submit the application for name change at the OCR office (either physically or through the online portal where available). The application must include all required documents along with applicable fees.
Step 6: Review and Approval by OCR
The OCR reviews the application and documents. If everything is in order, the registrar approves the name change and issues an updated Certificate of Registration with the new company name.
Step 7: Update Other Registrations
After OCR approval, the company must update its name with:
- Inland Revenue Department (IRD) – for PAN and VAT records
- Nepal Rastra Bank (NRB) – if applicable (for financial institutions)
- Banks and Financial Institutions – for bank accounts
- Department of Labour – if applicable
- Other relevant regulatory bodies
Documents Required for Company Name Change in Nepal
The following documents are required when submitting the name change application to OCR:
- Application form for company name change (Form prescribed by OCR)
- Copy of board resolution recommending the name change
- Copy of special resolution passed at the general meeting
- Minutes of the general meeting (EGM or AGM)
- Amended Memorandum of Association (MoA) with the new name
- Amended Articles of Association (AoA) with the new name
- Original Certificate of Registration of the company
- Citizenship copies of the authorized signatory or board members
- Letter of authorization (if filed by a representative)
- Up-to-date annual return submission proof (Audited financial statements and AGM minutes for previous years)
- Tax clearance certificate or proof of tax compliance (in some cases)
- Name availability certificate (if separately obtained)
Fees for Company Name Change in Nepal
The OCR charges fees for processing a company name change. Fees are based on the authorized capital of the company.
| Authorized Capital (NPR) | Approximate OCR Fee (NPR) |
|---|---|
| Up to 1,00,000 | 1,000 |
| 1,00,001 to 5,00,000 | 2,000 |
| 5,00,001 to 20,00,000 | 3,000 |
| 20,00,001 to 1,00,00,000 | 5,000 |
| Above 1,00,00,000 | 7,500+ |
Note: Fees are subject to revision by OCR. Always confirm current fees at the OCR official website or the OCR office before filing.
Additional costs may include:
- Notarization fees for documents
- Legal/professional fees (if using a lawyer or company secretary)
- Newspaper publication fees (if required by the company’s articles)
Timeline for Company Name Change in Nepal
| Stage | Estimated Time |
|---|---|
| Name availability check | 1–2 days |
| Board meeting and resolution | 3–7 days |
| EGM notice period (minimum) | 15 days |
| EGM and special resolution | 1 day |
| Document preparation and filing | 2–5 days |
| OCR processing and approval | 7–15 working days |
| Updated certificate issuance | 1–3 days after approval |
| Total Estimated Time | 30–45 days |
The timeline may vary depending on OCR workload, completeness of documents, and whether any objections or queries are raised by the registrar.
Common Reasons for Rejection of Name Change Application
The OCR may reject or delay a name change application for the following reasons:
- The proposed new name is already registered or too similar to an existing company name.
- The new name includes restricted words (e.g., “Nepal Government,” “Royal,” “National,” or terms regulated under specific laws).
- The company has pending annual returns or compliance defaults.
- Incomplete or incorrect documents are submitted.
- The special resolution was not passed with the required majority.
- The MoA and AoA amendments are not properly drafted or inconsistent.
Effect of Company Name Change on Existing Legal Documents
A company name change does not automatically update all legal documents. The company must take active steps to update:
- Contracts and agreements – New contracts should use the new name; existing contracts remain valid under the old name until novated or updated.
- Bank accounts – Must be updated at respective banks with new OCR registration certificate.
- PAN certificate – Must be updated at the Inland Revenue Department.
- Licenses and permits – All sector-specific licenses (e.g., Department of Industry, Tourism Board, NRB) must be updated separately.
- Company seal and letterhead – Must be updated immediately after the certificate is issued.
Difference Between Company Name Change and Company Re-registration
| Aspect | Name Change | Re-registration |
|---|---|---|
| Legal Identity | Same legal entity | New legal entity |
| PAN/VAT | Remains the same (updated) | New PAN/VAT required |
| Existing Contracts | Continue as valid | Must be transferred |
| Process | MoA amendment via OCR | Full registration process |
| Applicable Law | Section 19, Companies Act 2063 | Section 3, Companies Act 2063 |
A name change is simpler and does not affect the company’s existing legal relationships, obligations, liabilities, or rights. Re-registration, on the other hand, creates a completely new legal entity.
Role of the Office of the Company Registrar (OCR)
The Office of the Company Registrar (OCR), established under the Companies Act, 2063, is the sole authority responsible for registering, regulating, and maintaining records of companies in Nepal. All applications related to company name changes must be filed with and approved by the OCR.
The OCR operates under the Ministry of Industry, Commerce and Supplies. The official website is https://ocr.gov.np/, where companies can access forms, check name availability, and track applications.
Conclusion
The company name change process in Nepal is a structured legal procedure governed by the Companies Act, 2063 and administered by the Office of the Company Registrar. The process involves shareholder approval through a special resolution, amendment of the MoA and AoA, and filing with OCR along with prescribed fees and documents. Businesses must ensure compliance with all OCR requirements and update all regulatory records after the name change is approved. Consulting a registered company secretary or legal professional familiar with Nepal company law can reduce delays and errors in the process.
FAQs
1. Can a company change its name more than once in Nepal?
Yes, a company can change its name more than once in Nepal. Each name change must follow the same process under the Companies Act, 2063, including passing a special resolution and filing with OCR. There is no legal restriction on the number of times a company can change its name.
2. Is newspaper publication mandatory for a company name change in Nepal?
Newspaper publication is not always mandatory but may be required depending on the company’s Articles of Association. Some articles specify that shareholders must be notified through newspaper publication before holding a general meeting for major resolutions.
3. How long does OCR take to approve a company name change?
OCR generally takes 7 to 15 working days to process a name change application after receiving complete documents. Delays can occur if documents are incomplete or the proposed name requires further scrutiny.
4. Does a company name change affect existing contracts?
No, existing contracts remain valid under the old name. The company continues as the same legal entity. However, the company should notify counterparties of the name change and update contract headers on new agreements.
5. What is the minimum shareholder approval required for a name change?
Under Section 59 of the Companies Act, 2063, a special resolution requires approval of at least 75% of the voting shareholders present and voting at the general meeting where the resolution is proposed.
6. Does changing a company name require updating the PAN with IRD?
Yes. After OCR approves the name change and issues the updated registration certificate, the company must update its PAN and VAT records with the Inland Revenue Department (IRD) at https://ird.gov.np/.