Director / Shareholder Change at OCR in Nepal
Any change in the directors or shareholders of a registered company in Nepal must be formally filed at the Office of the Company Registrar (OCR) within 15 days of the change. Failure to update results in legal inconsistencies and potential penalties.
When Is a Director / Shareholder Change Required?
- A director resigns or is removed from the board
- A new director is appointed to the board
- A shareholder sells or transfers their shares to another person
- New shares are issued to a new shareholder
- A shareholder's details change (e.g., name change after marriage)
Step-by-Step Process
- 1
Hold the required board or general meeting
A board meeting (for director changes) or extraordinary general meeting (for shareholder changes) must be held. Minutes of the meeting must be prepared.
- 2
Draft resignation / appointment letter
The resigning director must submit a written resignation letter. The new director must submit an acceptance letter and provide citizenship documents.
- 3
Prepare OCR application
Complete the prescribed OCR form for director/shareholder changes. Attach all supporting documents.
- 4
Submit to OCR CAMIS
File the application through the OCR CAMIS online portal or in person at the OCR office.
- 5
Receive updated certificate
OCR issues an updated company registration certificate or notice of change reflecting the new directors/shareholders.
- 6
Update Share Lagat (for shareholder changes)
Any shareholder change must also be reflected in the Share Lagat register, which is separately maintained and periodically filed at OCR.
Required Documents
- Board meeting or EGM minutes approving the change
- Resignation letter (for outgoing director) or acceptance letter (for new director)
- Citizenship certificate and passport photo of new director
- Share transfer deed (for shareholder changes)
- Updated Share Lagat register
- Company registration certificate
Update Bank and Other Registrations Too
After OCR updates the director list, notify your bank to update authorized signatories on the company account. Also update IRD records if the signing authority for tax purposes changes. Chartered Corporate handles all these downstream updates as part of our service.Need help with this process? Chartered Corporate Business Consulting handles it all for you — from start to finish.