Company Name Change in Nepal requires shareholders’ approval, submission of specific documents to the Office of Company Registrar, and updating all corporate records. This article outlines the requirements, steps, documentation, costs, and timeline for legally changing a company name in Nepal.
Prime Law Associates has 15 Years of providing Company Name Change Services in Nepal. The Firm has a leading Company Registration Service in Nepal.
What is Company Name Change?
The Companies Act 2063 allows registered companies in Nepal to change their names by following prescribed procedures. A company name change may be necessary for various reasons such as rebranding, mergers, or to better reflect the company’s business activities. The process involves obtaining shareholders’ approval, checking name availability, submitting applications to the Company Registrar’s Office, and updating all corporate documents. Companies must comply with legal requirements and complete necessary filings to legally operate under the new name.
Requirements for Company Name Change in Nepal
To change a company name in Nepal, the following requirements must be fulfilled:
- The company must be with the registered at the office of Company Registrar
- A special resolution must be passed by shareholders approving the name change
- The proposed new name must be available and comply with naming regulations
- All required documents must be submitted to the Company Registrar’s Office
- The company must update all corporate records, licenses, and registrations with the new name
Also Read: Company Registration Process in Nepal
Process of Company Name Change in Nepal
The process for changing a company name in Nepal involves :
Step 1: Choose new company name
Step 2: Check name availability
Step 3: Conduct Special General Meeting
Step 4: Prepare required documents
Step 5: Submit application to Company Registrar’s Office
Step 6: Update all company documents
Step 1: Choose new company name
The first step is selecting an appropriate new name for the company. The name should be unique, not misleading, and align with the company’s business activities. It must comply with naming regulations specified in the Companies Act.
Step 2: Check name availability
Once a new name is chosen, its availability must be verified with the Office of Company Registrar. This can be done by submitting a name reservation application or checking online. The name should not be identical or deceptively similar to existing registered company names. If the desired name is unavailable, alternative options must be considered and checked until an available name is found.
Step 3: Conduct Special General Meeting
A Special General Meeting of shareholders must be convened to pass a special resolution approving the company name change. The resolution should clearly state the existing company name, proposed new name, and reasons for the change. At least 75% of shareholders must vote in favor for the resolution to pass.
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Step 4: Prepare required documents
After shareholder approval, the following documents must be prepared:
- Application for name change
- Copy of special resolution
- Amended Memorandum and Articles of Association
- Minutes of Special General Meeting
- List of directors and shareholders
- Other supporting documents as required
Step 5: Submit application to Company Registrar’s Office
The complete application package must be submitted to the Office of Company Registrar along with the prescribed fees. The Registrar will review the application and documents for compliance. If everything is in order, the Registrar will approve the name change and issue a new certificate.
Step 6: Update all company documents and inform stakeholders
Once the name change is approved, the company must update all its corporate documents, records, licenses, bank accounts, and registrations to reflect the new name. It includes letterheads, websites, signage, contracts, and official communications.
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 Name Change in Nepal
The following documents are typically required for a company name change in Nepal:
- Application form for name change
- Copy of the special resolution approving the name change
- Amended Memorandum of Association and Articles of Association
- Minutes of the Special General Meeting where name change was approved
- Copy of existing Certificate of Incorporation
- Copy of PAN/VAT registration certificate
- Latest tax clearance certificate
- Power of attorney authorizing submission (if applicable)
- Any other supporting documents as required by the Registrar
All documents should be properly filled, signed by authorized persons, and certified as true copies where applicable. Original documents may need to be presented for verification.
Cost for Company Name Change in Nepal
The costs associated with changing a company name in Nepal include:
- Name reservation fee
- Application fee
- Document certification fees
- Professional fees
The exact fees can vary based on the company’s capital and structure.
Timeline for Company Name Change in Nepal
The timeline for changing a company name in Nepal typically ranges from 2-4 weeks.
- Name availability check
- Arranging Special General Meeting
- Document preparation
- Submission and processing by Registrar
- Updating company records: 7-14 days
Post-Completion Compliance
After changing the company name, several post-completion compliance steps are necessary:
- Update PAN/VAT registration with new name
- Inform banks and update account details
- Notify relevant government departments and regulatory bodies
- Update business licenses and permits
- Amend contracts and agreements with new name
Company Name Change in Nepal: FAQs
Can I change company Name in Nepal?
Yes, companies registered in Nepal can change their names by following the process outlined in the Companies Act 2063 and obtaining approval from the Office of Company Registrar.
How to change Company Name in Nepal?
To change a company name in Nepal, pass a special resolution, check name availability, prepare required documents, submit an application to the Company Registrar’s Office, and update all company records after approval.
Why would a company change its name?
Companies may change names for rebranding, after mergers/acquisitions, to reflect new business activities, avoid confusion with other companies, or overcome negative associations with the old name.
How often can I change my company name?
There is no legal limit on how often a company can change its name in Nepal. However, frequent name changes are discouraged as they can confuse stakeholders and incur costs.
What are the documents required for company name change?
Documents required for Company Name Change in Nepal include the application form, special resolution, amended MOA/AOA, meeting minutes, list of directors/shareholders, existing incorporation certificate, and tax clearance certificate.
How long does the process take?
The company name change process in Nepal typically takes 2-4 weeks from start to finish, depending on document preparation time and the Registrar’s processing speed.
Conclusion
Changing a company name in Nepal involves a structured process that requires careful planning and execution. Companies should consider the potential impacts on their business operations and stakeholder relationships when undertaking a name change.
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