Company Location Change Process in Nepal involves several legal and administrative steps. This article outlines the requirements, procedures, documentation, costs, and timeline for relocating a registered company in Nepal as per the Companies Act 2063.
Prime Law Associates has extensive experience of over 15 years providing Corporate Services in Nepal. The Firm provides corporate & legal assistance to companies changing their locations in Nepal.
Introduction to Company Location Change
Changing a company’s registered office location in Nepal requires following specific procedures outlined in the Companies Act 2063. The process involves conducting a special general meeting, passing a resolution, preparing documentation, and filing an application with the Company Registrar’s Office. Companies must update their records and notify relevant authorities of the new address.
Requirements for Company Location Change in Nepal
To change a company’s location in Nepal, the following requirements must be met:
- The company must conduct a Special General Meeting (SGM) to approve the location change
- A special resolution must be passed at the SGM with at least 75% shareholder approval
- The new location must be within Nepal.
- The company must file an application with the Company Registrar’s Office.
Company Location Change Process in Nepal
The process for changing a company’s location in Nepal are:
Step 1: Select new location
Step 2: Conduct Special General Meeting
Step 3: Pass SGM Resolution for Location Change
Step 4: Prepare documentation
Step 5: File application with Company Registrar’s Office
Step 6: Update company records
Step 1: Select new location
Identify and select an appropriate new location for the company’s registered office. Consider factors like accessibility, infrastructure, and business requirements. Ensure the new address complies with local zoning laws and regulations. Obtain necessary approvals or permits for operating a business at the new location.
Step 2: Conduct Special General Meeting
Schedule and convene a Special General Meeting (SGM) of shareholders to approve the location change. Provide proper notice to all shareholders as per the company’s Articles of Association and the Companies Act. Prepare the agenda clearly stating the proposed location change.
Step 3: Pass SGM Resolution for Location Change
Present the proposal for changing the company’s registered office location at the SGM. Discuss the reasons and benefits of relocation with shareholders. Address any questions or concerns raised by shareholders. Conduct a vote on the special resolution for location change. Ensure at least 75% of shareholders present and voting approve the resolution.
Step 4: Prepare documentation
Compile all necessary documents for the location change application. These include:
- SGM minutes approving the location change
- Special resolution passed at the SGM
- Updated Memorandum of Association reflecting new address
- Updated Articles of Association if required
- New office lease agreement or ownership documents
- Letter from landlord confirming new address (if rented)
- Board resolution authorizing filing of location change application Ensure all documents are properly signed and stamped as required.
Consult an Expert Company Lawyer
Step 5: File application with Company Registrar’s Office
Submit the location change application to the Company Registrar’s Office. Include all required documents as outlined in Step 4. Pay the prescribed fees for processing the application. Provide any additional information or clarifications requested by the Registrar’s Office. Follow up on the application status regularly.
Step 6: Update company records
Upon approval of the location change, update all company records and documents with the new address. This includes:
- Company letterhead and stationery
- Business cards and marketing materials
- Company website and online listings
- Bank accounts and financial records
- Contracts and agreements
- Regulatory filings and licenses
Company Lawyers in Nepal
Prime Law Associates has a leading team of 10+ Lawyers providing legal, compliance & licensing services for Companies in Nepal. The Firm assists companies in changing objectives, location & name of the companies along with Company Registration Service in Nepal.
Amit Karna
Amit Karna is a Company Registration Lawyer in Nepal with extensive experience in registering multiple companies in Nepal.
Sukra Subba
Sukra Subba has 10 Years of experience in the Corporate Sector of Nepal & facilitating company registration at the Firm.
Documents for Company Location Change in Nepal
The following documents are required for changing a company’s location in Nepal:
- Application form for change of registered office address
- Special resolution passed at the SGM approving the location change
- Minutes of the Special General Meeting
- Updated Memorandum of Association reflecting the new address
- Updated Articles of Association (if applicable)
- Copy of lease agreement or ownership documents for new premises
- No objection letter from landlord confirming new address (for rented premises)
- Board resolution authorizing filing of location change application
- PAN/VAT registration
Also Read: Company Registration Process in Nepal
Cost & Fees for Changing Company Location in Nepal
The costs for changing a company’s location in Nepal include:
- Government fees
- Documentation costs
- Professional fees
Timeline for Company Location Change
The typical timeline for changing a company’s location in Nepal is:
- Selecting new location and finalizing lease/purchase
- Conducting Special General Meeting
- Preparing required documentation
- Filing application with Company Registrar
- Processing by Company Registrar
- Receiving approval and certificate
- Updating company records and stakeholders
The entire process usually takes 10-20 days from initiation to completion.
Post-Completion Compliance
After changing the company location, ensure compliance with the following:
- Update PAN/VAT registration with new address at Inland Revenue Department
- Update business licenses and permits with relevant authorities
- File updated company details with Company Registrar in next annual return
Company Location Change in Nepal: FAQs
How to change Company Location in Nepal?
To change company location in Nepal:
1. Select new location
2. Hold Special General Meeting
3. Pass resolution approving change
4. Prepare required documents
5. File application with Company Registrar
6. Pay prescribed fees
7. Obtain approval certificate
8. Update company records and stakeholders
9. Comply with post-change requirements
When should I change my company location?
Consider changing your company location when:
Current space is insufficient for growth
Relocating closer to target market/customers
Reducing operational costs
Improving accessibility or infrastructure
Consolidating multiple offices
Do I need to change my company registration?
No, you don’t need to change your company registration. The location change process updates your registered office address in existing records.
How much does it cost to change location?
The cost to change company location in Nepal typically ranges from NPR 20,000 & above including government fees and associated expenses.
Can I operate company from multiple locations?
Yes, companies can operate from multiple locations. However, only one address can be registered as the official registered office with the Company Registrar.
Conclusion
Changing a company’s location in Nepal requires following a structured process involving shareholder approval, documentation, and regulatory filings. Companies should consult legal professionals to ensure all aspects of the location change process are properly addressed.
Disclaimer: This Article is for informational purposes only and shall not be construed as legal advice, advertisement, personal communication, solicitation, or inducement of any sort from the firm or any of its members. The firm shall not be liable for consequences arising out of any action undertaken by any person relying on the information provided herein.
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