Director Change Process in Nepal: Complete 2025 Guide

Legal Framework for Director Changes

The process for changing company directors in Nepal is governed by:
✔ Companies Act, 2063 (2006)
✔ Office of Company Registrar (OCR) Regulations
✔ Company’s Articles of Association

Step-by-Step Process

1. Board Resolution (Day 1-3)

• Hold board meeting with quorum present
• Pass resolution for director change
• Required Documents:
• Notice of meeting
• Attendance sheet
• Signed resolution copy

2. Shareholder Approval (Day 4-10)

3. Document Preparation

• Form 12 (Director Particulars)
• Updated MOA/AOA (if required)
• New director’s documents:
• Citizenship/PAN copy
• Passport photo
• Consent letter

4. Submit to OCR (Day 11-15)

• Online Submission: Via OCR Portal
• Physical Submission: At Kathmandu/Birgunj OCR office
• Fees:
• NPR 1,000 (normal processing)
• NPR 5,000 (express service)

5. Update Other Agencies

Required Documents Checklist

1. Original Company Registration Certificate
2. Board Resolution (minute copy)
3. Shareholder Meeting Minutes
4. Form 12 (duly filled)
5. New Director’s:

• Citizenship copy
• PAN copy
• Recent photo

1. Resignation Letter (for outgoing director)

Special Cases

Foreign Director Appointment

✔ Additional requirement: Work permit/Visa copy
✔ Must have local resident director

Disqualified Directors

Cannot appoint individuals who:

• Are bankrupt
• Have criminal convictions
• Were previously disqualified

Processing Time & Costs

Post-Change Compliance

✔ Update company letterhead
✔ Notify all contractual partners
✔ File annual return with updated details
✔ Change bank signatories within 7 days

FAQs About Director Changes

1. Can a director be removed without consent?

→ Yes, through shareholder resolution for valid reasons

2. Is notarization required?

→ No, but recommended for resignation letters

3. How many directors must a company have?

→ Minimum 1 for Pvt Ltd, 3 for Public Ltd

4. Can a foreigner be director?

→ Yes, but must comply with visa regulations

5. What if OCR rejects the application?

→ Resubmit within 35 days with corrections

Common Reasons for Rejection

✖ Incomplete Form 12
✖ Missing shareholder approval
✖ Disqualified director
✖ Signature mismatches

Pro Tips for Smooth Process

✔ Verify new director’s eligibility beforehand
✔ Keep digital copies of all documents
✔ Use OCR’s pre-check service
✔ Update all regulatory bodies promptly

Need Help? Contact:

• OCR Helpdesk: ☎ 01-5970037
• Corporate Lawyers: For complex cases

💡 Ensure smooth leadership transitions with proper legal compliance! 👨‍💼