Learn how to update company details in Nepal. This guide covers legal requirements, documents, procedures, costs, and timelines for company updates under the Companies Act 2063.
Company update in Nepal refers to the legal process of modifying or amending registered information of a company with the Office of Company Registrar (OCR). This process is mandatory when any changes occur in company particulars such as name, address, directors, shareholders, authorized capital, or memorandum and articles of association. The Companies Act 2063 requires companies to notify the registrar of any material changes within prescribed timeframes to maintain accurate public records.
The company update process ensures transparency in corporate governance and protects stakeholders' interests. Companies operating in Nepal must comply with statutory requirements for updating their records to avoid penalties and maintain good standing. The Office of Company Registrar maintains a public database of company information, which must reflect current and accurate details of all registered companies.
Failure to update company information within stipulated time periods can result in administrative penalties, suspension of company operations, or even deregistration. The company update mechanism serves as a regulatory tool to monitor corporate activities and ensure compliance with Nepalese company law. Both private limited companies and public limited companies must follow prescribed procedures for any modifications to their registered particulars.
All company updates in Nepal must be filed with the Office of Company Registrar (OCR), which operates under the Ministry of Industry, Commerce and Supplies. The OCR is the sole authority responsible for company registration, maintenance of company records, and processing of company updates. The main office is located in Tripureshwor, Kathmandu, and serves as the central repository for all company-related filings and documentation.
Companies can submit their update applications either physically at the OCR office or through the online portal at https://www.ocr.gov.np. The online system allows companies to file certain types of updates electronically, reducing processing time and improving efficiency. However, some complex updates may still require physical submission of documents with original signatures and notarization.
Regional offices of the Department of Industry may also accept certain company update applications, particularly for companies registered in specific provinces. However, final approval and issuance of updated certificates remain the responsibility of the central Office of Company Registrar. Companies should verify the appropriate filing location based on their registration jurisdiction and the nature of the update required.
The legal framework for company updates in Nepal is primarily governed by the Companies Act 2063 (2006) and its associated regulations. These laws establish the requirements, procedures, and timelines for updating company information.
Key legal provisions include:
Determine the specific changes needed in company records such as name change, address change, director appointment or removal, shareholder transfer, capital increase, or amendments to memorandum and articles of association. Review current company documents and identify discrepancies between actual status and registered information.
Convene a board meeting or general meeting as required by law and company articles. Pass appropriate resolutions authorizing the proposed changes. Prepare minutes of the meeting, special resolutions if required, and gather all supporting documents such as consent letters, identification documents, and proof of new address.
Complete the prescribed application form for the specific type of update. Attach all required documents including board resolution, supporting evidence, and updated memorandum or articles if applicable. Submit the application package to the Office of Company Registrar either physically or through the online portal.
Calculate and pay the applicable government fees based on the type of update. Payment can be made through bank deposit, online payment, or at the OCR counter. Obtain official receipt as proof of payment and attach it to the application file.
The OCR will review the application and documents for completeness and legal compliance. If approved, the registrar will issue an updated certificate of incorporation or certificate of change. Collect the certificate and updated company documents from the OCR office or receive them electronically.
Notify the Inland Revenue Department of the changes for tax registration updates. Inform other relevant authorities such as Department of Industry, Nepal Rastra Bank, or sector-specific regulators. Update company records with banks, suppliers, and other stakeholders to reflect the changes.
The specific documents required vary depending on the type of update, but generally include:
Company updates in Nepal encompass various modifications to registered company information. Understanding the different types helps companies identify applicable procedures and requirements.
| Update Type | Description | Legal Basis | Approval Authority |
|---|---|---|---|
| Name Change | Modification of company's registered name | Section 19, Companies Act 2063 | Office of Company Registrar |
| Address Change | Change of registered office location | Section 20, Companies Act 2063 | Office of Company Registrar |
| Director Change | Appointment, removal, or replacement of directors | Section 24, Companies Act 2063 | Office of Company Registrar |
| Shareholder Change | Transfer of shares or change in shareholding pattern | Section 24, Companies Act 2063 | Office of Company Registrar |
| Capital Increase | Increase in authorized or paid-up capital | Section 23, Companies Act 2063 | Office of Company Registrar |
| Capital Decrease | Reduction of authorized or paid-up capital | Section 23, Companies Act 2063 | Office of Company Registrar |
| Memorandum Amendment | Changes to company's memorandum of association | Section 21, Companies Act 2063 | Office of Company Registrar |
| Articles Amendment | Modifications to articles of association | Section 22, Companies Act 2063 | Office of Company Registrar |
| Objective Change | Addition or modification of business objectives | Section 21, Companies Act 2063 | Office of Company Registrar |
| Conversion | Change from private to public company or vice versa | Companies Act 2063 | Office of Company Registrar |
The processing time for company updates varies depending on the complexity of the change and the workload at the Office of Company Registrar.
Simple updates such as address changes or director appointments typically take 7 to 15 working days from the date of complete application submission. The OCR reviews the documents, verifies compliance with legal requirements, and issues the updated certificate within this timeframe if all documents are in order.
Complex updates such as name changes, capital increases, or amendments to memorandum and articles of association may require 15 to 30 working days. These updates involve more detailed scrutiny, verification of special resolutions, and coordination with other government departments. If the OCR requests additional documents or clarifications, the processing time extends accordingly.
For foreign-invested companies or companies requiring approval from multiple regulatory bodies, the process can take 30 to 60 working days. Additional time is needed for coordination with the Department of Industry, Nepal Rastra Bank, or sector-specific regulators. Companies should plan their update timelines accordingly and submit applications well in advance of any deadlines.
The costs for company updates in Nepal include government fees, professional service charges, and incidental expenses. Government fees are prescribed by the Companies Regulations 2064.
| Fee Type | Amount (NPR) | Remarks |
|---|---|---|
| Name Change Fee | 2,000 - 5,000 | Depends on company type and capital |
| Address Change Fee | 1,000 - 2,000 | Within same district or different district |
| Director Change Fee | 500 - 1,000 | Per director appointment or removal |
| Shareholder Change Fee | 1,000 - 3,000 | Based on share value transferred |
| Capital Increase Fee | 0.5% of increase | Minimum NPR 2,000, maximum NPR 50,000 |
| Capital Decrease Fee | 0.5% of decrease | Minimum NPR 2,000, maximum NPR 50,000 |
| Memorandum Amendment | 2,000 - 5,000 | Depends on nature of amendment |
| Articles Amendment | 1,000 - 3,000 | Depends on extent of changes |
| Certified Copy Fee | 500 per document | For additional certified copies |
| Professional Service Fee | 15,000 - 50,000 | Legal and documentation services |
Additional costs may include notarization fees, translation charges for foreign documents, courier expenses, and travel costs for physical submission. Companies should budget for total costs ranging from NPR 20,000 to NPR 100,000 depending on the complexity of the update.
After successfully updating company information with the Office of Company Registrar, companies must fulfill several post-update obligations to ensure complete compliance.
Companies must update their tax registration details with the Inland Revenue Department within 35 days of the change. This includes updating PAN registration, VAT registration, and any other tax-related records to reflect the new company information. Failure to update tax records can result in penalties and complications in tax filing.
Key post-update requirements include:
Maintaining updated company records provides numerous legal, operational, and commercial advantages for businesses operating in Nepal.
Key benefits include:
What is the deadline for updating company information in Nepal?
Companies must update their information within 35 days of any change occurring. This timeline is specified in the Companies Act 2063 and applies to most types of updates including director changes, address modifications, and shareholder transfers.
How can I check my company's current registered information?
Visit the Office of Company Registrar website at www.ocr.gov.np and use the company search function. Enter your company registration number or name to view publicly available information. Alternatively, request a certified copy of company records from the OCR office.
Can company updates be done online in Nepal?
Yes, certain updates can be filed online through the OCR portal. However, complex changes requiring special resolutions or extensive documentation may still require physical submission. The online system is continuously being expanded to include more update types.
What happens if I miss the update deadline?
Late filing attracts penalties ranging from NPR 1,000 to NPR 10,000 depending on the delay period. Prolonged non-compliance can result in company suspension or deregistration. Companies should file updates promptly to avoid penalties and maintain good standing.
Do I need a lawyer for company updates?
Legal representation is not mandatory but highly recommended for complex updates. Professional assistance ensures proper documentation, compliance with legal requirements, and faster processing. Simple updates like address changes can be handled directly by company representatives.
Can foreign shareholders update company information remotely?
Yes, foreign shareholders can authorize local representatives through power of attorney to file updates. Documents from abroad must be notarized and authenticated by Nepalese embassy or consulate. Electronic signatures are accepted for certain online filings.
What is the difference between board resolution and special resolution?
Board resolution is passed by directors in board meetings for routine matters. Special resolution requires approval by at least 75% of shareholders in general meeting for major changes like name change, capital alteration, or memorandum amendments.
How do I update multiple changes simultaneously?
File separate applications for each type of update or submit a combined application if changes are interrelated. Pay applicable fees for each update type. The OCR will process related updates together to maintain consistency in company records.
For professional assistance with company updates in Nepal, our firm provides comprehensive legal and documentation services. As the leading corporate law practice in Nepal, we have successfully processed thousands of company updates for domestic and foreign clients. Our experienced team ensures complete compliance with the Companies Act 2063, timely filing, and seamless coordination with the Office of Company Registrar. We offer end-to-end services including document preparation, board resolution drafting, application filing, follow-up with authorities, and post-update compliance. Contact us today for expert guidance on all types of company updates and corporate legal matters in Nepal.Add to Conversation
January 31, 2026 - BY Admin