Procedure to Change Company Name in Nepal

If you want to change your company name in Nepal, there are a few legal and procedural steps you need to follow. Here’s a complete guide to help you:

Step 1. Board Resolution

The first thing to do is gather the company’s board members for a meeting.

In this meeting, they need to discuss and agree on changing the company’s name.

Most of the board members should say ‘yes’ to this change

Step 2. Special General Meeting

Once the board says ‘yes,’ the next step is to call a special meeting with all the company’s shareholders.

In this meeting, you have to ask them for their permission to change the company’s name.

You usually need most of the shareholders, at least three-fourths of them, to agree to it.

Step 3. Approval from the Company Registrar

Next step is to send an application the Company Registrar (OCR) to get the new company name approved.

This application should have:

  • Copy of the board resolution
  • Copy of the special resolution passed in the shareholders’ meeting
  • Updated Memorandum of Association and Articles of Association reflecting the new name
  • Application fee

Step 4. Verification and Name Approval

The OCR will review your application. If the chosen name is available and complies with the rules, the OCR will approve it.

Step 5. Amendment of Memorandum and Articles of Association

After your new company name approve, you have to change the official documents, called the Memorandum of Association and Articles of Association, to show the new name.

Step 6. Registration with Relevant Authorities

You should inform all the important government departments and authorities about the new company name.

This includes places like the Company Registrar Office (OCR), the Inland Revenue Department, and other organizations that regulate your business.

Step 7. Publish a Notice

You must follow a legal rule and put out a notice in a newspaper that’s read all across the country.

This notice needs to tell everyone about the change in your company’s name. It should include information about both the old and new names of the company.

Step 8. New PAN and VAT Registration

Make sure to update your Business PAN and VAT registration with the new company name.

Step 9. Update Business Materials

Once you have the official approval and have made the required legal changes, don’t forget to update all your company materials.

This includes:

  • Business Cards
  • Letterheads
  • Company’s Website and Social Media Pages

Step 10. File Annual Return

Remember to submit the company’s annual return to the Office of the Company Registrar with the new name.