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)
| Company Type | Approval Required |
|---|---|
| Private Limited | Simple majority (50%+) |
| Public Limited | Special resolution (75%+) |
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
| Agency | Deadline | Documents |
|---|---|---|
| Inland Revenue | 15 days | PAN update form |
| Bank | Immediate | Board resolution |
| SSF | Next month | Employee registration |
Required Documents Checklist
- Original Company Registration Certificate
- Board Resolution (minute copy)
- Shareholder Meeting Minutes
- Form 12 (duly filled)
- New Director's:
- Citizenship copy
- PAN copy
- Recent photo
- 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
| Service Type | Duration | Fee (NPR) |
|---|---|---|
| Normal | 15 working days | 1,000 |
| Express | 3 working days | 5,000 |
| With MOA change | 20 working days | 3,000 |
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
