Company Name Change in Nepal

What Actually Happens When You Change a Company Name

Changing a company’s name in Nepal is not a notification. It is an application for prior approval, and the name does not change until the Office of the Company Registrar records it and writes back to you.

Section 21(3) of the Companies Act 2063 is the whole basis:

Three consequences follow, and most published guidance misses at least one. There is no deadline to meet, because there is nothing to file late — you are asking permission, not reporting a change. The fee is capped by a Gazette notification, not negotiable. And the name only becomes yours on the Registrar’s written record, so trading under the new name before that is trading under a name that is not yet the company’s.

The Resolution — and the Denominator Nobody Explains

A name change needs a special resolution. Section 83(c) lists “altering the name or main objectives of the company” as special-resolution business.

The Act never defines “special resolution” in a definitions section. The threshold sits in the proviso to Section 74(3), and it is a 75% majority of the shares represented by the shareholders present at the meeting.

A private company usually does not need a meeting at all

This is the practical shortcut, and it is in Section 149(1): unless the Articles say otherwise, anything that requires a resolution — including a special resolution — may be done instead by a written resolution signed by all shareholders representing at least 75% of the voting shares.

So a three-shareholder Pvt. Ltd. does not have to convene anything. It circulates a written resolution and signs it. Section 148 already lets a private company dispense with the annual general meeting by consensus agreement, and the Registrar’s Directive expressly contemplates a private company with no general meeting deciding the matter under its consensus agreement instead.

The Fee — 25%, Capped at NPR 5,000

The fee comes from the Nepal Gazette notification of 2064.02.14, which is where every Companies Act fee actually lives. For a name change it reads: 25% of the prevailing registration fee for new registration, or at most NPR 5,000.

So it is a quarter of what it would cost to register a company of your authorised capital today, and it stops at NPR 5,000 however large you are.

If you have been quoted NPR 10,000 for a name change, or a flat slab of NPR 7,500, the quote is not the government fee. The statutory maximum is NPR 5,000 for any company of any size.

The “TIN Mahale” That Has Nothing To Do With Tax

Published document lists routinely include an item called “TIN Mahale”, glossed as a tax clearance certificate. There is no such requirement.

The document is तीन महले कागज — a three-column sheet, required by Directive §25(c), setting out:

तीन महले means “three-storeyed” — three columns. Somebody heard “teen mahale”, wrote “TIN”, and a tax document was invented that no rule requires. CAMIS itself carries the field label 3 Mahale.

What You Have To Produce

Three official OCR sources give three different lists. We set out all three, because which one you are asked for depends on who processes your file.

No Newspaper Notice for a Private Company

You will be quoted NPR 5,000–15,000 for a newspaper publication. Section 22 imposes publication on public companies only — an amended memorandum or articles published within three months. A Pvt. Ltd. has no publication duty on a name change at all.

Will the Name Be Accepted? The Rules OCR Actually Applies

Section 6(1) sets the statutory refusal grounds. Clause (a) was widened by the First Amendment 2074 to cover trademarks — a change the circulating English translation predates, which is why so much guidance still treats trademarks as irrelevant to company naming:

• The name is identical to, or confusingly similar to, an existing company’s name or a trademark.
• The name or objective is contrary to law, or is improper or undesirable on grounds of public interest, morality or decency, or reflects an intention to commit a criminal act.
• The name resembles that of a company struck off or insolvent, where five years have not elapsed.
• Conditions of incorporation are unmet.

A refusal must be given with reasons within 15 days (s.6(2)), and you may complain to the court within 15 days of that (s.6(3)).

What counts as “confusingly similar”

Directive §21(5) says these differences are expressly disregarded when judging similarity: the company type (Pvt. Ltd. against Ltd.); the prefixes “The”, “New” and “श्री”; punctuation; and minor spelling differences where the pronunciation is similar.

The Directive gives a worked example. With सगरमाथा डेरी लि. already registered, every one of these is refused:

• सगरमाथा डेरी प्रा.लि.
• सगरमाथा डेरी प्रोडक्ट्स् प्रा.लि.
• न्यू सगरमाथा डेरी लि. and प्रा.लि.
• द सगरमाथा डेरी लि. and प्रा.लि.
• हाम्रो सगरमाथा डेरी प्रोडक्ट्स् प्रा.लि.
• New Sagarmatha Dairy Limited

The naming checklist — Directive Schedule 3

This is published in the Registrar’s Directive and appears on no guidance site we can find. These are the formatting rules a proposed name is actually tested against.

Two more from Directive §21: “Limited” goes only at the end of the name, never in the middle; and a single-word name is generally refused unless that one word makes the nature of the business clear.

Directive §20 adds that a name implying a connection with the Government of Nepal, a public corporation or a local body needs that body’s consent; that “बीमा” may only be used by an insurance business; that a name implying association with a famous person needs their written consent, or their heir’s if they have died; and that a name conflicting with a registered or applied-for trademark is refused.

Two Things That Will Block the Filing

Timeline and What You Get Back

The Citizen Charter gives 3 days for the name-change service.

What comes back is a new registration certificate with the former name printed at the end of it (Directive §23(4)). The company’s registration number does not change, and neither does anything else: §23(6) provides that the change of name affects no right, duty or liability of the company. Contracts signed in the old name remain the same company’s contracts. Cases continue. Debts survive.

What to Update Afterwards

Frequently Asked

How long does a company name change take in Nepal?

The Citizen Charter allows 3 days for the service once a complete application is filed. What takes longer is everything before it — passing the resolution, preparing the three-column sheet and the amended documents, and clearing any filing arrears, since the Office will require those to be regularised as part of the alteration.

Does changing my company name affect existing contracts?

No. Directive §23(6) provides expressly that a change of name affects no right, duty or liability of the company. It is the same legal person with the same registration number. The new certificate even prints the former name at the end so the chain is visible.

Can I reuse the name of a company that closed?

Not for five years. Section 6(1)(c) refuses a name resembling that of a company whose registration was cancelled or which became insolvent until five years have passed. There is one narrow exception in Directive §20(3): a company that has absorbed another may, one year after the merger, apply once to take the absorbed company’s name.

Do I need a trademark search before changing my company name?

It is worth doing. Since the First Amendment 2074, Section 6(1)(a) refuses a company name that is identical or confusingly similar to a trademark, not just to another company’s name, and Directive §20 extends that to trademarks merely applied for. A name can clear the company register and still be refused on a trademark. Our trademark registration guide covers the search.