The Companies Act 2063 of Nepal allows companies to change their objectives through a defined legal process. This involves drafting new objectives, preparing necessary documents, submitting an application to the Company Registrar’s Office, and receiving approval.
Prime Law Associates assists companies in changing objectives providing all required services to successfully restructure their business. The Firm has been involved in the registration of 500+ Companies till date. The Firm can be contacted through:
What is Company Objective Change?
Company objectives define the purpose and activities of a business entity. In Nepal, these objectives are outlined in the company’s Memorandum of Association during incorporation. However, as businesses evolve, they may need to modify their objectives to align with new strategies or market conditions. The Companies Act 2063 provides a framework for companies to legally change their objectives through a formal process.
Also Read: Company Registration in Nepal । Company Registration Lawyer
Process of Company Objective Change in Nepal
Step 1: Draft new objectives
Step 2: Prepare necessary documents
Step 3: Submit application to Company Registrar’s Office
Step 4: Receive approval and update records
Step 1: Draft new objectives
The company must carefully draft its new objectives to for its intended business activities. The new objectives should be specific, comprehensive, and aligned with the company’s future direction. The board of directors typically oversees this process.
Step 2: Prepare necessary documents
The company must prepare several documents for the objective change process. These include:
1. A special resolution passed by shareholders approving the change in objectives
2. Amended Memorandum of Association reflecting the new objectives
3. Amended Articles of Association, if required
4. Minutes of the board meeting discussing and approving the change
5. Minutes of the general meeting where the special resolution was passed
6. A comparative statement showing the old and new objectives
These documents must be properly drafted, signed, and certified as per legal requirements.
Step 3: Submit application to Company Registrar’s Office
The company must submit an application to the Office of the Company Registrar (OCR) for approval of the objective change. The application should include:
1. A formal letter requesting approval for the objective change
2. All prepared documents as mentioned in Step 2
3. Prescribed application form
4. Proof of payment of required fees
The application must be submitted within the prescribed timeframe after passing the special resolution.
Step 4: Receive approval and update records
After reviewing the application, the OCR will issue an approval letter for the objective change. Upon receiving approval:
1. The company must update its internal records to reflect the new objectives
2. The new Memorandum of Association becomes effective
3. The company should inform relevant stakeholders about the change
4. The company may need to obtain new licenses or permits if required by the new objectives
The company should carefully review the approval letter and comply with any additional requirements or conditions specified by the OCR.
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 Required for Company Objective Change in Nepal
The following documents are typically required for a company objective change in Nepal:
- Application form: A prescribed form available from the OCR, duly filled and signed by authorized company representatives.
- Special Resolution: A certified copy of the special resolution passed by shareholders approving the change in objectives. This resolution must be passed with at least 75% majority.
- Amended Memorandum of Association: A revised version of the Memorandum of Association incorporating the new objectives. This document should be signed by all directors.
- Amended Articles of Association: If the change in objectives necessitates changes to the Articles of Association, a revised version must be submitted.
- Special General Meeting Meeting Minutes: Certified copy of the minutes of the board meeting where the decision to change objectives was discussed and approved.
- Tax Clearance Certificate: A recent tax clearance certificate from the Inland Revenue Department.
- Company Registration Certificate: A copy of the original company registration certificate.
- Citizenship Certificates: Copies of citizenship certificates of all directors.
All documents must be properly certified and stamped as per legal requirements.
Cost for Company Objective Change
The cost for changing company objectives in Nepal includes:
- Government fees: As prescribed by the Office of the Company Registrar
- Legal fees: For drafting documents and legal consultation
- Notary fees: For certifying documents
The total cost can vary depending on the complexity of the change and the company’s size.
Timeline for Company Objective Change
The timeline for changing company objectives in Nepal usually takes 5-15 Days. However, this timeline can vary based on the company’s efficiency in preparing documents, the complexity of the changes, and the workload at the OCR.
Post-Completion Compliance for Company Objective Change
After completing the objective change process, companies must:
- Update all official documents with the new objectives
- Inform relevant government offices about the change
- Obtain new licenses or permits if required by new objectives
- Compliance with any new regulatory requirements
Company Objective Change Process in Nepal: FAQs
What is a company objective?
A company objective is a formal statement outlining the purpose and primary activities of a business entity. It defines the scope of operations, markets served, and overall goals of the company. In Nepal, company objectives are specified in the Memorandum of Association during incorporation.
Why would a company change its objectives?
Companies change objectives to:
Expand into new markets or industries
Adapt to changing business environments
Align with new strategic directions
Comply with regulatory changes
Reflect current business activities accurately
How long does the process take?
The process typically takes 5-15 Days , including:
Document preparation
Meetings and approvals
OCR processing
Post-approval updates
Can I change objectives multiple times?
Yes, companies can change objectives multiple times. However, each change requires following the full legal process and obtaining approval from the Office of the Company Registrar. Frequent changes may attract regulatory scrutiny.
Do I need to inform other government offices?
Yes, companies should inform relevant government offices about the objective change, especially if new licenses or permits are required for the new objectives. This may include tax authorities, industry-specific regulators, and local government offices.
What is the process of Company Objective Change in Nepal?
The process involves:
Drafting new objectives
Preparing necessary documents
Obtaining shareholder approval
Submitting application to Company Registrar’s Office
Receiving approval
Conclusion
Changing company objectives in Nepal is a structured process that requires careful planning and execution. It involves drafting new objectives, preparing necessary documents, obtaining shareholder approval, and submitting an application to the Office of the Company Registrar.
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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