Company Name Change in Nepal
A company can change its registered name by passing a special resolution at a Special General Meeting (SGM) and obtaining approval from the OCR. This is governed by Section 9 of the Company Act, 2063.
What Is a Company Name Change?
A company name change means officially updating the name recorded in the OCR register. Once the OCR approves the new name, your company will receive a new Certificate of Incorporation showing the updated name. All future contracts, invoices, bank communications, and legal documents must use the new name.
You can change your company name for any valid business reason — such as rebranding, entering a new market, or following a merger. There is no restriction on how many times a company can change its name, as long as each change follows the legal process.
Legal Basis — Section 9 of the Company Act, 2063
Under Section 9 of the Company Act, 2063 BS, a company can change its name by passing a special resolution at a Special General Meeting (SGM). A special resolution requires the approval of at least two-thirds (2/3) of the shareholders present at the meeting.
The new name must satisfy all the OCR's naming rules: it must be unique, cannot contain numbers, must be the same in English and Nepali, and must not be misleading or violate public policy.
Step-by-Step Process
- 1
Reserve the New Company Name
Before calling a meeting, log in to the OCR CAMIS portal and apply to reserve the new name. Check if the name is available and meets all OCR naming requirements. Name reservation is valid for a limited period — so have your SGM scheduled and ready.
- 2
Hold a Board of Directors Meeting
Convene a board meeting to propose the name change and formally resolve to call a Special General Meeting (SGM). The board minutes must clearly state the proposed new name and the reason for the change.
- 3
Hold a Special General Meeting (SGM)
Call and conduct an SGM with all shareholders. Give proper notice as required by your company's Articles of Association (usually 21 days' advance notice). At the SGM, shareholders vote on the name change. A special resolution requires at least two-thirds approval from shareholders present.
- 4
Prepare the Amended Memorandum of Association
Draft an updated MOA with the new company name replacing the old one in all relevant clauses. The amended MOA must maintain all other existing terms and objectives unchanged unless specifically amended.
- 5
Submit the Name Change Application to OCR
Log in to the OCR CAMIS portal and submit the name change application. Upload the SGM minutes with the special resolution, board meeting minutes, the reserved new name certificate, and the amended MOA. Pay any applicable government fee.
- 6
Receive New Certificate of Incorporation
The OCR will review your application and, upon approval, issue a new Certificate of Incorporation with the updated company name. Update your PAN, VAT registration, bank accounts, and all business licenses with the new name immediately.
Required Documents
- Special General Meeting (SGM) minutes with the special resolution
- Board of Directors meeting minutes proposing the name change
- New company name reservation certificate from OCR
- Amended Memorandum of Association (MOA) with the new name
- Original Certificate of Incorporation
- List of shareholders with their signatures on the resolution
After the Name Change — Update These Records
Once the OCR issues the new certificate, you must update your name across all records. Failing to do so can cause legal and tax complications:
- →Business PAN and VAT registration at the Inland Revenue Department (IRD)
- →Corporate bank accounts — notify your bank and update account records
- →Company website, letterheads, invoices, and official documents
- →Any trade licenses, contractor licenses, or industry registrations
- →Ward registration at your local ward office
- →Any contracts that reference the company name (may need addendums)
Need help with this process? Chartered Corporate Business Consulting handles it all for you — from start to finish.