Company Objective Change (उद्देश्य परिवर्तन)

Objective Change (उद्देश्य परिवर्तन) is a strategic legal transition that redefines the scope of your company’s business activities. Our business consultancy Kathmandu manages the complex process of amending your MOA and AOA, securing OCR Compliance Nepal, and obtaining necessary sectoral clearances to ensure your new business lines are legally protected. 

 10,000.00

Introduction: Company Objective Change

Under the Companies Act, 2063, a company is only permitted to engage in activities specifically listed in its “Objective Clause.” If your business is pivoting to a new industry or adding a new service line, you must formally amend your Memorandum of Association (MOA). Per Section 21, any change to the company’s objectives requires a Special Resolution by the shareholders. Our process ensures that your new objectives are drafted in a way that meets OCR standards while providing the operational flexibility your business needs. 

Legal Requirements: Compliance Under the Companies Act, 2063

Pursuant to Section 19 and Section 21 of the Companies Act, 2063, a company must pass a Special Resolution (75% majority) in a General Meeting to amend its objectives. Under the Company Directive, 2072, if the new objective requires a specific license (such as for health, education, or hydropower), a Prior Approval (Sanchalan Swikriti) or “No Objection Certificate” from the concerned regulatory body must be attached. The amended MOA/AOA must then be submitted to the OCR within 30 days of the resolution to maintain OCR Compliance Nepal. 

Engaging in business activities not listed in your certified MOA is considered Ultra Vires (beyond legal power). Under Section 160, directors can be held personally and civilly liable for contracts signed under unauthorized objectives. Furthermore, the Inland Revenue Department (IRD) may refuse to add new “Business Activity Codes” to your PAN/VAT certificate if the OCR record is not updated, leading to tax non-compliance and potential freezing of bank accounts

Process: Company Objective Change (उद्देश्य परिवर्तन)

Board Review & Proposal
The Board of Directors reviews the proposed new activities and drafts the amended clauses for the MOA. We ensure the language is “OCR-compliant” to prevent the Registrar from rejecting the application due to vague wording.
Special Resolution (EGM/AGM)
A General Meeting is convened where shareholders pass a Special Resolution to adopt the new objectives. This resolution is the primary legal document required for the amendment.
Documentation & Digital Filing
The amended Memorandum (MOA) and Articles (AOA), along with the Special Resolution and the Adhyadhik Bibaran (Updated Particulars), are uploaded to the CAMIS portal. Our team handles the technical filing to ensure the “Main Objectives” are updated in the digital system.
OCR Certification & Tax Update
Once the OCR approves the amendment, they issue a “Certified Copy” of the amended MOA.
Ready to change your Company Objectives?
Expand your business horizons without legal risk. Contact Present Consultants Private Limited today to manage your Objective Change and OCR Compliance Nepal with the legal expertise required for a seamless transition.

Related Services