The company registrar office Nepal is not only where companies are incorporated. It is also where every legally recognised change to a company’s identity, structure, or governance must be recorded. For foreign companies operating in Nepal, understanding these post-incorporation changes is critical.
A missed filing can delay banking, block dividend repatriation, or trigger regulatory penalties. This guide explains, step by step, what changes you can make at the company registrar office Nepal, how to do them correctly, and how to stay compliant.
The Office of Company Registrar (OCR) is the statutory authority responsible for maintaining official company records in Nepal. It operates under the Companies Act 2006 and oversees all private limited, public, foreign, and non-profit companies.
For foreign companies, OCR records are often cross-checked by regulators such as the Department of Industry and Nepal Rastra Bank. Accuracy matters.
Many foreign investors assume compliance ends after incorporation. In Nepal, the opposite is true.
Any change that affects ownership, control, address, or capital must be updated at the company registrar office Nepal within statutory deadlines.
Failure to update can result in:
Daily late-filing penalties under the Companies Act 2006
Rejection of bank or NRB approvals
Issues during audits or due diligence
Delays in exit, repatriation, or restructuring
Below are the most common and legally recognised changes foreign companies can register.
A company name is not permanent. The company registrar office Nepal allows a name change provided it complies with naming rules.
Rebranding or global alignment
Entry into a new sector
Trademark conflicts
Mergers or acquisitions
Reserve the new name through the OCR online system
Pass a special resolution approving the change
Submit amended Memorandum and Articles
Receive updated registration certificate
The old name remains on record for traceability.
Director details are among the most scrutinised records at OCR.
Appointment of new directors
Resignation or removal
Change in nationality or passport details
Passport and visa details must match filings
Board resolution is mandatory
Changes must be filed within statutory timelines
Unreported director changes often surface during bank KYC reviews.
The company registrar office Nepal records both ownership and capital structure.
Transfer of shares
Issuance of new shares
Exit of existing investors
Increase in authorised capital
Paid-up capital injections
Conversion of loans to equity
For foreign shareholders, these changes often require parallel approvals under the Foreign Investment and Technology Transfer Act 2019.
Every company must maintain a valid registered office in Nepal.
Office relocation
Expansion to a new city
Change in lease arrangement
Supporting documents usually include a lease agreement or ownership proof. Banks and tax offices rely on this OCR record.
Business activities are defined in the Memorandum of Association.
Adding new services
Entering regulated sectors
Aligning with global operations
Some activities require sector-specific approvals before OCR acceptance.
While often overlooked, these changes affect daily operations.
Appointment of a new company secretary
Change in authorised signatories for filings
OCR records are frequently checked by banks and auditors.
Most changes must be filed within 15–30 days of the resolution date. Late filings attract penalties under the Companies Act 2006, calculated per day of delay.
| Type of Change | Resolution Required | Typical Timeline | Foreign Approval Needed |
|---|---|---|---|
| Company name | Special | 7–10 working days | No |
| Director change | Board | 3–7 working days | No |
| Share transfer | Board + Shareholders | 10–15 working days | Often yes |
| Capital increase | Special | 15–30 working days | Yes |
| Address change | Board | 3–5 working days | No |
This comparison helps foreign companies plan compliance without surprises.
Most filings at the company registrar office Nepal require a combination of:
Board or shareholder resolutions
Updated Memorandum and Articles
Passports and IDs of foreign nationals
Share transfer deeds or capital certificates
Proof of address
Accuracy and consistency across documents are essential.
The OCR operates a digital filing platform. While efficient, it is detail-sensitive.
Use consistent spellings across all documents
Upload clear, legible scans
Double-check dates and resolutions
Small errors can trigger rejection.
Foreign companies often manage OCR filings in isolation. In reality, OCR updates should align with:
DOI approvals
NRB reporting
Tax office records
Bank KYC profiles
A coordinated compliance approach saves time and cost.
The company registrar office Nepal follows strict statutory rules. Foreign companies face added complexity due to cross-border ownership and regulatory overlap.
Professional advisors help by:
Mapping OCR changes with FDI approvals
Drafting compliant resolutions
Managing timelines and penalties
Acting as a local compliance interface
The company registrar office Nepal is the legal backbone of corporate compliance in Nepal. Every change, from a simple address update to a complex share transfer, must be accurately recorded.
For foreign companies, understanding and managing these changes is not optional. It is essential for operational continuity, regulatory confidence, and long-term success.
Planning a name change, director update, or share restructuring in Nepal?
Speak with our compliance specialists today for end-to-end support with the company registrar office Nepal.
Yes. Director changes are allowed and must be filed at OCR with a board resolution and updated details.
Typically 7–10 working days, subject to name availability and document accuracy.
Often yes, especially where foreign ownership percentages change.
Late filings attract daily penalties under the Companies Act 2006 and may block other approvals.
Yes. The company registrar office Nepal operates a digital filing system for most changes.