Change of Registered Office and Company Objectives in Nepal

Special Resolution of the General Meeting

and the amendment must be reported to OCR within: 30 days under Section 21.

OCR currently handles:

• address change;

• objective addition/amendment;

• MOA/AOA amendment

through CAMIS.

Registered Office

Every company must maintain a registered office.

Section 184 requires the company to place a visible signboard outside the registered office showing:

• company name;

• address,

in Nepali.

Initial Registered Office Notification

Section 184 requires the company to register its registered-office address with OCR within: 3 months after incorporation.

Do not leave the registered-office record blank or use an obsolete incorporation address indefinitely.

Contact Details

After registration, the company should provide OCR with contact details such as:

• telephone;

• e-mail;

• other official contact information.

Where these details change, Section 184 requires the updated information to be provided to OCR without delay.

This is particularly important because CAMIS/password recovery and electronic notices depend on accurate contact information.

Changing Registered Office

CAMIS provides an Address Change post-registration event.

The company's internal process should normally be: Board/shareholder authority as required by AOA → Determine new address → Update registered-office record in CAMIS → Update PAN/IRD → Update bank/regulators/local authority → Update company stationery/signboard/web records.

Prepare the new registered-office particulars, including district, local area, ward and street or building details, and enter the information required by the current CAMIS event.

• district;

• local area;

• ward;

• street/block information.

Company Objectives

A company should conduct the business stated in its approved constitutional documents.

OCR expressly states that a company should operate according to its approved objectives and obtain any separate licence required by sector law.

Therefore a company planning a substantially new business should ask:

Is this activity already covered by our approved objectives?

before commencing the activity.

Amendment of Memorandum / Articles

Section 21 provides that the General Meeting may amend the Memorandum or Articles by:

Special Resolution

subject to the Companies Act.

The amendment information must normally be sent to OCR within: 30 days.

OCR then records the amendment if it complies with the Companies Act and other applicable law.

Objective Addition / Change

The process typically involves:

1. identify new/changed objective;

2. check sector-law eligibility;

3. prepare amended MOA/AOA clauses;

4. call General Meeting;

5. pass Special Resolution;

6. obtain regulator approval where required;

7. file the event in CAMIS;

8. obtain OCR recording/approval;

9. update other licences/tax registrations.

OCR's company-administration guidance requires documents such as:

• application/request;

• old vs new wording;

• reason for amendment;

• certified Special Resolution minutes;

• amended MOA/AOA provisions;

• regulator approval where applicable.

Regulated Companies

For companies operating in regulated sectors, objective changes may require prior or concurrent approval from the relevant regulator.

Examples:

• Department of Industry;

• Nepal Rastra Bank;

• insurance regulator;

• labour/foreign employment authority;

• other sector authority.

OCR's own administration guidance lists regulatory recommendation/approval requirements for relevant company categories.

Company Not Distributing Profits

A company not distributing profits has a stricter rule.

OCR's statutory guidance notes that such a company must obtain: prior OCR approval

when changing its objectives.

This should be separately flagged in the CAMIS workflow.

Special Resolution Topics

Company-objective changes are part of the broader group of matters requiring Special Resolution.

OCR identifies matters such as:

• authorised-capital increase;

• share-capital alteration/reduction;

• company-name change;

• main-objective change;

• merger;

• bonus shares;

• conversion between private/public company;

among the matters requiring special shareholder approval.

Do Not Start New Business Too Early

A common mistake is: Board decides new activity → business starts → months later company objectives are amended.

The safer approach is: verify objective

↓ amend/obtain approvals

↓ obtain sector licence

↓ commence business.

This prevents mismatches between:

• OCR;

• IRD;

• bank;

• sector regulator;

• accounting records.

After an Address/Objectives Change

Update where applicable:

• CAMIS;

• PAN/IRD;

• VAT;

• local business registration;

• industry registration;

• bank KYC;

• SSF;

• contracts;

• invoices;

• company letterhead;

• website;

• sector regulator.

A company should not operate with five different official addresses across government systems.

Change Checklist

• Review current MOA/AOA

• Identify proposed change

• Check regulatory approval

• Prepare old/new wording

• Prepare board proposal

• Call General Meeting

• Pass Special Resolution where required

• Prepare amended MOA/AOA

• File in CAMIS

• File within applicable 30-day period

• Obtain OCR record/approval

• Update IRD/PAN

• Update bank

• Update sector licence

• Update local authority

• Update company records/signboard

Common Errors

Starting a new business outside approved company objectives

Passing only a Board Resolution where Special Resolution is required

Failing to file MOA/AOA amendment with OCR within 30 days

Changing address in accounting records but not CAMIS

Ignoring sector approval

Using an outdated e-mail/mobile number in CAMIS

Further guidance and practical checks

Corporate amendments should be completed across all relevant registers. A change is not fully implemented merely because the shareholders passed a resolution; OCR, tax, banking and sector records must also be aligned.