To change a director or shareholder in a Nepali private company, the right body decides first, the company updates its registers, and OCR is told on CAMIS within the deadline. A new director discloses interests within 15 days and the company reports it within 7 days of that. A share transfer is registered within 15 days, and new shares are reported within 30 days. Late notices are fined.
Changing a director
The general meeting appoints directors, subject to the Articles. The promoters name the first directors until the first AGM, the board can fill a casual vacancy, and a company that holds shares can appoint directors in proportion to its holding (Section 87). A one-shareholder company decides in writing (Section 152). A company with several shareholders can pass a written resolution signed by holders of 75% of the voting shares (Section 149).
- The board or general meeting records the appointment, or accepts the resignation, in a minute.
- The new director signs a consent and discloses their interests to the company within 15 days of taking office (Section 92).
- The company updates its register of directors (Section 107).
- The company reports the change to OCR on CAMIS within 7 days of receiving the disclosure, with the minute and the new director's citizenship certificate, NID and PAN.
- OCR's decision and letter arrive in the company's CAMIS account.
Why OCR sends a director change back
- The minute and the application do not match.
- The NID details do not match the citizenship certificate.
- The new director is disqualified, for example as a director of a company with three years of unfiled returns (Section 89).
- The company's own annual returns are outstanding. In our experience, OCR expects these filed before most changes.
Changing a shareholder
How a shareholder changes depends on how the shares move.
| How the shares move | What happens | Deadline |
|---|---|---|
| Sale | Notice, the other shareholders' right to buy first, board approval, sale deed and Schedule 22 to OCR. See our share transfer guide. | Registered within 15 days (Section 43) |
| Gift | Gift deed, application to the company, board decision, register updated and filing with OCR. | Registered within 15 days (Section 43) |
| Death, company with two or more shareholders | The heir applies with proof of entitlement and the company transmits the shares (Section 45). | No fixed deadline in the Act; file promptly |
| Death of the only shareholder | The heir tells OCR with proof of title, and the MoA and Articles are amended (Section 153). | Within 1 month |
| New shares to a new shareholder | Allotment within the authorised capital, with an allotment return to OCR (Section 31). | Within 30 days; certificates within 2 months (Section 33) |
Every new shareholder also signs a beneficial-owner declaration, under OCR's 2082 direction.
If the authorised capital has to go up first, that needs a special resolution and an amended MoA and Articles. OCR's fee is the registration fee at the new capital, less the fee already paid.
What late notice costs
A notice under these sections that arrives late is fined Rs 200 a month after one month's grace, up to Rs 1,000 in a fiscal year (Section 81(6)). Late annual returns are on a separate, larger scale.
Tax to check
A sale, gift or inherited transfer can be a taxable disposal, and on a sale the company works out and deposits advance tax on the seller's gain. Our sister firm, Nexus Advisory Services, advises on the tax side.
Questions people ask
How long does OCR take to approve a director change?
OCR has said it aims to decide director changes in about 3 working days once a complete file is on CAMIS. Preparing the minutes and the director's documents usually takes longer than that.
Is there an OCR fee for a director change?
OCR's published fee list shows no separate fee for it; copies cost Rs 10 a page. We confirm the figure before filing.
Can a company be a shareholder or appoint a director?
Yes. A company can hold shares and appoint directors in proportion to its holding (Section 87). Its board resolution goes with the filing.
What happens if the only shareholder dies?
The heir must tell OCR within 1 month, with proof of title (Section 153). If there are several heirs, they act as directors for the time being and the MoA and Articles are amended.
Do I need a meeting to change a director in a one-person company?
No. The sole shareholder records the decision in writing (Section 152), and that written decision is filed with OCR.
Sources
Want it done for you?
Director change, at a fixed fee
We prepare the minutes and forms in the right order, file on CAMIS and update your registers. Our fee: Rs 4,000 + VAT. 2 to 3 working days.
- Fixed fee, quoted in writing before we start
- Documents in the official OCR formats
- Updates on WhatsApp at every stage
General information, not legal advice. Rules change; we check the current position for your case before filing. Legal documents are drafted under the supervision of our retained, licensed advocate.
AGM and annual return: what a private company files every year
Share transfer in a private company: the steps in order
Company registration in Nepal: steps, documents and cost