Initial Update of a Company in Nepal
After registering a company in Nepal, you must submit the 'Initial Update' (सुरुको अवस्थाको जानकारी) to the OCR within 3 months. This is a mandatory legal requirement under the Company Act, 2063.
What Is the Initial Update?
When a company is first registered in Nepal, the Office of the Company Registrar (OCR) only records basic information — the company name, type, objectives, and directors. After registration, you must formally update the OCR with the actual, operational details of your company. This is called the Initial Update.
Think of it as the final step that officially "activates" your company in the OCR system. Without completing the initial update, your company is considered incomplete in the government records.
What Is Included in the Initial Update?
The Initial Update requires you to submit the following five key pieces of information to the OCR:
Registered Office Address
Provide the complete registered address of your company — including province, district, municipality/rural municipality, ward number, and house/plot number. This becomes the official address for all government communications.
Appointment of Auditor
Formally appoint a licensed auditor (a Chartered Accountant registered with ICAN — Institute of Chartered Accountants of Nepal). The auditor must be independent — cannot be a director or shareholder of the company. Include the auditor's name, ICAN registration number, and terms of appointment.
Share Lagat (Share Registry)
Record the official allocation of paid-up shares to each shareholder. This confirms who owns what percentage of the company and how much capital has been contributed. Share Lagat must be submitted within the same 3-month period.
First Annual General Meeting (AGM) Minutes
Record of the first AGM where key officers were confirmed and the auditor was appointed. AGM minutes must be signed by all attending directors.
First Board of Directors Meeting Minutes
Record of the first Board meeting where decisions about the company's initial operations were made — including confirming the registered address and auditor appointment.
Step-by-Step Process
- 1
Hold the First Board of Directors Meeting
Convene a board meeting with all directors present. Decisions made at this meeting should include: confirming the registered office address, approving the appointment of the auditor, and agreeing on the initial share capital payment schedule. Record proper minutes of this meeting.
- 2
Hold the First Annual General Meeting (AGM)
After the board meeting, hold the first AGM with all shareholders. At this meeting, shareholders formally ratify the board's decisions, confirm the auditor's appointment, and review the company's initial position. Record proper minutes with all shareholders' signatures.
- 3
Prepare the Share Lagat
Prepare the official Share Registry (Share Lagat) document showing each shareholder's name, number of shares, share value, and the total capital paid. This must reflect the actual cash paid by each shareholder into the company bank account.
- 4
Log In to the OCR CAMIS Portal
Log in to camis.ocr.gov.np using the company's OCR account. Navigate to the Initial Update section (সुरुको अवस्थाको जानकारी). Fill in the required details for each of the five components listed above.
- 5
Upload Documents and Submit
Upload scanned copies of all meeting minutes, the share lagat, auditor appointment letter, and office address proof. Review all details carefully before submitting. The OCR will review your submission and may ask for corrections if any information is missing or incorrect.
Required Documents
- First Board of Directors Meeting Minutes (signed by all directors)
- First Annual General Meeting (AGM) Minutes (signed by all shareholders)
- Share Lagat (Share Registry) — showing each shareholder's paid shares
- Auditor Appointment Letter — with auditor's ICAN registration number
- Proof of registered office address (lease agreement or ownership documents)
- Bank statement showing capital paid by shareholders
- Company Registration Certificate
Penalty for Late Submission
The Company Act, 2063 prescribes penalties for failing to submit the initial update on time. If you miss the 3-month deadline, you will be charged a daily penalty that increases over time.
Late Submission Penalty
A fixed penalty is charged for each day of delay beyond the 3-month deadline. The longer you wait, the larger the penalty. The OCR will not accept a late initial update without collecting the accumulated penalty fee first.
To avoid penalties, complete your initial update within the first 2 months of registration — before the deadline approaches.
Need help with this process? Chartered Corporate Business Consulting handles it all for you — from start to finish.