Name Reservation for Company Registration in Nepal

Overview of Company Name Reservation

Name reservation represents the first procedural step in establishing a company in Nepal. The process allows entrepreneurs to secure a desired company name before formal registration with the Office of the Company Registrar. This mechanism protects applicants from name conflicts and ensures compliance with the Companies Act, 2063. The reservation period provides time for completing remaining registration requirements while maintaining exclusive rights to the selected name. Understanding this process facilitates smoother company establishment and prevents legal complications arising from name disputes.

Legal Framework and Governing Laws

The Companies Act, 2063, and the Company Registration Rules, 2064, establish the legal foundation for company name reservation in Nepal. These statutes define eligibility criteria, reservation procedures, and naming conventions for business entities. The Office of the Company Registrar enforces these regulations and maintains the official registry of reserved and registered company names. Compliance with these legal instruments is mandatory for all applicants seeking to establish companies in Nepal. The regulations ensure standardized procedures and protect the integrity of the corporate registration system.

Eligibility Requirements for Name Reservation

Requirement	Details
Applicant Status	Nepali citizens, foreign nationals with valid documentation, or authorized representatives
Company Type	Private limited, public limited, or cooperative companies
Minimum Applicants	At least 2 persons for private limited companies
Legal Capacity	Applicants must have the legal capacity to enter into contracts
Citizenship	Nepali citizenship or valid work permits for foreign applicants

Applicants must meet specific eligibility criteria established under the Companies Act, 2063. Nepali citizens and foreign nationals with appropriate documentation may apply for name reservation. The applicant must possess legal capacity and authority to establish a company. Minimum membership requirements vary based on company type, with private limited companies requiring at least two members. Foreign applicants must provide valid work permits and comply with foreign investment regulations.

Name Reservation Procedure and Process Steps

The name reservation process involves sequential steps that applicants must complete in order:

Applicants prepare the company name in compliance with naming conventions and legal requirements.
Applicants submit Form 1 (Application for Name Reservation) to the Office of the Company Registrar.
The applicant provides two alternative names in order of preference to ensure approval options.
The Company Registrar examines the proposed names against existing registered and reserved names.
The registrar verifies compliance with naming rules and statutory requirements.
Upon approval, the registrar issues a name reservation certificate valid for six months.
Applicants receive official documentation confirming exclusive rights to the reserved name.

Naming Conventions and Restrictions

The Companies Act, 2063, establishes specific naming conventions that all company names must follow. Company names must include designations indicating company type, such as “Private Limited,” “Public Limited,” or “Cooperative.” Names must not be identical or deceptively similar to existing registered companies. Names must not contain words suggesting government affiliation or misleading business purposes. Names must not include offensive, obscene, or prohibited terminology. Names must comply with Nepali language standards when using Nepali script. The registrar retains discretion to reject names that violate these conventions or public policy.

Required Documents for Name Reservation

Applicants must submit the following documentation to the Office of the Company Registrar:

Completed Form 1 (Application for Name Reservation) with accurate information.
Citizenship certificates or valid identification documents for all applicants.
Proof of address for each applicant, such as utility bills or rental agreements.
Passport copies for foreign applicants with valid work permits.
Power of attorney documents if applying through authorized representatives.
Proof of payment of applicable reservation fees as prescribed by regulations.
Memorandum of Association (draft) for reference purposes.

Reservation Period and Validity

The name reservation certificate remains valid for six months from the date of issuance. This period allows applicants to complete remaining registration formalities and prepare necessary documentation. Applicants may request extension of the reservation period before expiration by submitting a formal application. Extensions are granted at the discretion of the Company Registrar and may incur additional fees. Upon expiration without extension or company registration, the reserved name becomes available for other applicants. The reservation does not guarantee subsequent company registration approval.

Fees and Payment Requirements

Fee Type	Amount (NPR)	Remarks
Name Reservation	500–1,000	Standard reservation fee
Extension Fee	300–500	To extend the reservation period
Duplicate Certificate	200–300	Issued if original certificate is lost
Late Payment Penalty	Variable	Applied if fees are not paid on time

The Office of the Company Registrar charges fees for name reservation services as prescribed in the Company Registration Rules, 2064. Standard reservation fees range from NPR 500 to NPR 1,000 depending on company type. Extension requests incur additional fees of NPR 300 to NPR 500. Duplicate certificates for lost originals cost NPR 200 to NPR 300. Payment must be made through prescribed channels, including bank deposits or direct payment at the registrar’s office. Late payment may result in penalties and processing delays.

Application Submission Methods

Applicants may submit name reservation applications through multiple channels:

Direct submission at the Office of the Company Registrar in Kathmandu during business hours.
Online submission through the official Company Registrar portal with digital documentation.
Submission through authorized agents or representatives with valid power of attorney.
Postal submission with registered mail and acknowledgment receipts.
Submission through district administration offices in provincial locations.

Processing Timeline and Approval

The Office of the Company Registrar typically processes name reservation applications within five to seven working days. The processing timeline begins from the date of complete application submission with all required documents. Incomplete applications may be returned for corrections, extending the processing period. The registrar may request additional information or clarification regarding proposed names. Upon approval, applicants receive the name reservation certificate through specified delivery methods. Rejected applications include written reasons for denial, allowing applicants to reapply with modified names.

Rejection Grounds and Appeal Procedures

The Company Registrar may reject name reservation applications based on specific grounds:

The proposed name is identical or deceptively similar to an existing registered company name.
The name violates statutory naming conventions or contains prohibited terminology.
The application contains incomplete or inaccurate information.
The applicant fails to provide required supporting documentation.
The name suggests government affiliation or misleading business purposes.
The name contains offensive or obscene language.

Applicants may appeal rejection decisions by submitting a formal appeal to the Company Registrar within thirty days of rejection notice. The appeal must include detailed justification and supporting evidence addressing the rejection grounds. The registrar reviews appeals and issues a final decision within fifteen days. Further appeals may be filed with the District Court if applicants dispute the registrar’s final decision.

Post-Reservation Obligations

After obtaining name reservation, applicants must fulfill specific obligations:

Applicants must complete company registration within the six-month reservation validity period.
Applicants must maintain the reserved name without modification unless formally approved by the registrar.
Applicants must notify the registrar of any changes in applicant information or company details.
Applicants must pay all applicable fees and charges within prescribed timeframes.
Applicants must submit complete registration documentation before reservation expiration.

Frequently Asked Questions

What happens if my reserved name expires?

Upon expiration without extension or registration, the reserved name becomes available for other applicants. Applicants may request extension before expiration to maintain reservation rights.

Can I change my reserved company name?

Name changes require written approval from the Company Registrar. Applicants must submit formal requests with justification for the proposed change.

Is name reservation mandatory before company registration?

While not strictly mandatory, name reservation is strongly recommended to secure the desired name and prevent conflicts during registration.

Can foreign nationals reserve company names in Nepal?

Foreign nationals with valid work permits and appropriate documentation may reserve company names in Nepal.

What is the cost of name reservation extension?

Extension fees range from NPR 300 to NPR 500, depending on company type and registrar requirements.

How long does name reservation processing take?

Standard processing requires five to seven working days from complete application submission.

Conclusion

Name reservation represents an essential preliminary step in company establishment in Nepal. The process, governed by the Companies Act, 2063, and Company Registration Rules, 2064, provides legal protection and ensures systematic corporate registration. Applicants must comply with eligibility requirements, naming conventions, and documentation standards. The six-month reservation period allows adequate time for completing registration formalities. Understanding the procedure, fees, and obligations facilitates efficient company establishment and prevents legal complications. Applicants should consult the Office of the Company Registrar for current requirements and procedures.