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Companies & Governance

Company Names, Constitutions and Corporate Records — OCR Preparation Guide

A name reservation, company incorporation and later name change are separate events. Check the OCR naming restrictions, similarity and any activity-related approval before designing branding or signing contracts under the proposed name. A reservation should be tracked with its reference, conditions and validity; it does not itself create a company.

The memorandum describes the company's constitutional scope and capital matters; the articles govern internal administration. Use the requirements for the intended company type and tailor lawful provisions to the ownership and decision structure. Copying another company's documents can import unsuitable voting, transfer or governance rules.

1. Document preparation

ActionPreparation and completion evidence
Name reservationProposed names, meaning where needed, activity and OCR response
MOA/AOA preparationCorrect company type, objectives, capital, subscribers and signatures
AmendmentExisting clause, proposed wording, required resolution and registration
Board meetingAuthority, notice, agenda, quorum, conflicts and signed minutes
Name changeApproval, amended documents, OCR record and updated certificate
Statutory recordsCurrent ownership, directors, minutes and registered particulars

OCR's company-administration materials and CAMIS notices govern the current submission process. Portal labels and required fields can change. Select the current CAMIS event and follow its document requirements, while retaining the authority and evidence supporting each submission.

2. Keep ownership and decision records connected

Begin a company record with the legal name, registration number and registered office. Link each shareholder entry to the acquisition or transmission document, the number and class of shares and the relevant certificate. Reconcile the total shares and paid-up amounts with the accounts. A spreadsheet with shareholder names alone may omit restrictions, unpaid subscription balances or the evidence supporting a transfer.

For a director appointment, preserve consent, the decision made by the competent body, the effective date and the accepted OCR particulars. Give departing directors' access and signing powers a separate closing review. Updating the portal does not automatically change bank mandates or contracts signed under an earlier delegation. The same principle applies to a change in the registered office: the constitutional and corporate records, bank, tax office and licensing authorities may each require attention.

Keep personal identification in appropriately restricted company records. Provide it through the applicable filing or lawful disclosure process, observing statutory access rights and privacy requirements.

3. Meetings and records

A written minute should identify the date, attendance, quorum, interests declared, documents considered, decision and authorised signatories. Distinguish a board decision from a shareholder decision; authority for an ordinary operating purchase may differ from constitutional or capital changes. Preserve signed records and their supporting papers in a retrievable register.

A scanned minute is not complete if signatures or attachments are missing. A later filing does not cure an invalid decision. Keep a change log showing when each register entry was amended and the evidence relied upon.

4. Nepal example

A private company proposes to change its name while expanding from retail into consulting. Treat name change and objective amendment as separate legal and filing questions. Compare the old and proposed constitutional clauses, pass the required resolutions, obtain the applicable OCR records, then update PAN, bank mandates, licences, invoices and contractual disclosures where required. Do not assume a new trade sign automatically changes the company's legal name or authorised objectives.

5. Resolving discrepancies before a transaction

An investor may discover that a shareholder's name differs between the certificate, register and OCR record. Compare the acquisition evidence and approvals, establish the cause and follow the appropriate correction process before treating the discrepancy as resolved. A name spelling correction, succession following death and disputed ownership are different matters and may require different evidence. Record what remains disputed instead of issuing a clean ownership statement while the underlying entitlement is uncertain.

6. Close the process

Reconcile the certificate, memorandum and articles, shareholder and director registers and OCR record. Store signed documents, filing acknowledgements and accepted changes together. Apply the relevant retention requirements; company, tax and employment records do not all share one destruction period. Use the current Companies Act and later applicable law for the event being recorded.

Official sources

Before using this guide

Source review: 12 October 2026

The sources support the scope of this general guide. Before applying it, check the actual entity, transaction, reporting period and any later amendment.

Checks for your case
  • Apply the company’s articles, valid unanimous agreement and sector requirements to the actual event.
  • Use the current OCR submission requirements and retain the accepted outcome; no authenticated client filing has been performed.

Last updated: 13 October 2026Updated by: C.M. & Associates

Latest update
  1. 13 October 2026

    Editor: C.M. & Associates

    Updated the article presentation and navigation. The cited source-review dates and any transaction-specific limitations still apply.