A board resolution for a Nepal trademark filing records the company's decision to apply and identifies who may act for it. It is a corporate-authority document, not the trademark application itself. The safest resolution matches the applicant, mark, class and signatory to the filing packet and the company's own governance rules.
Key takeaways
- A company applicant commonly includes a board resolution in the Department of Industry filing packet.
- The Patent, Design and Trade Mark Act 1965 does not prescribe a board-resolution template.
- The resolution proves internal authority; a power of attorney appoints somebody to act externally.
- Names, marks, classes and granted powers should match the application exactly.
- Do not assume one resolution covers later marks, oppositions, transfers or renewals.
- Foreign documents may need notarisation, authentication and translation; confirm the current chain before signing.
- Use an advocate for wording that creates legal authority.
What is a trademark board resolution?
It is the written record of a board decision. For a trademark matter, the decision normally approves the proposed filing and gives a named person authority to sign or arrange the papers.
The company remains the applicant. The director, officer or representative does not become the owner merely because the resolution authorises them to act.
Is a board resolution required by the Act?
The Act does not contain a prescribed board-resolution form or a section saying every corporate application must attach one. Section 17 and the Schedule identify the application and mark specimens, while Department practice expects supporting corporate papers.
A board resolution is commonly used to show that the person signing for a company is genuinely authorised. Confirm the current applicant-specific checklist with the Department of Industry or the filing representative before execution.
How is it different from a power of attorney?
The board resolution is internal: the company decides who may commit it to the filing. The power of attorney, called an अधिकारनामा on the official form, is external: the applicant appoints a representative to act at the Department.
Section 20 (Sec. 20) expressly allows an attorney or legal practitioner to take actions under the Act, and treats those actions as the applicant's. The official form asks for the authority where a representative is nominated.
Who needs a board resolution?
A company applicant should expect to document the corporate approval behind the signatory. An individual has no board, while a partnership, firm, trust or other organisation follows its own legal constitution and authority documents.
Do not decide from a name suffix alone. Confirm the applicant's legal form, governing documents and authorised decision-maker before preparing the packet.
What should the resolution identify?
At minimum, settle the exact legal applicant, the decision-making body, the date, the mark, the relevant class or applications, the authorised signatory and the acts approved. Check published ownership names with the owner and applicant search. The wording should make the board's intention intelligible without guessing.
If the mark is a logo, attach or clearly identify the same artwork that will be filed. If several applications are intended, list them clearly rather than relying on a vague phrase such as “all intellectual property matters.”
Should it name the Nice class?
Yes, when the intended classes are known. The Nice Classification groups goods and services, and Section 18A requires a separate Nepal application for each class.
Use WIPO's current Nice Classification, the class finder and the goods and services search as planning aids. Final wording should reflect the real business activity.
Can one resolution cover several applications?
Potentially, if the company's governance rules permit it and the resolution identifies every intended mark and class clearly. One resolution does not merge the trademark applications: Section 18A still requires one application per class.
A fresh decision may be safer when the mark, owner, signatory or scope changes. Do not assume a general annual resolution automatically covers a later filing.
Who should sign the resolution?
Follow the company's articles, board procedures and applicable company law. The chair, directors, company secretary or another officer may have different roles depending on that framework.
The trademark filing guide cannot decide whether a particular board meeting had quorum or whether a circular resolution is valid under the Companies Act and the company's articles. Have the company secretary or advocate verify adoption and certification.
Does the resolution need notarisation?
The trademark Act itself does not prescribe notarisation of a company board resolution. Department practice, the place of signing and the type of applicant may add certification or authentication steps.
Confirm the chain before signing, especially for a foreign company. Re-doing a document after notarisation, embassy handling or translation creates avoidable delay.
What changes for a foreign company?
A foreign owner normally coordinates a Nepal representative and supplies certified corporate and foreign-registration material as applicable. Documents not in an accepted language may need a certified translation. The registration service can help coordinate the Nepal packet.
Nepal is outside the Madrid System, so a foreign owner generally needs a Nepal national filing. The exact certification and authentication route depends on the document and country of execution; verify it rather than assuming an apostille alone is sufficient.
How should you prepare the resolution?
- Confirm the applicant. Use the exact legal entity that will own the trademark.
- Settle the mark. Decide whether the application concerns words, a logo or both through separate filings.
- Map the classes. List the real goods and services, then identify each application.
- Define authority. Decide who may sign, appoint a representative, answer the Department and receive documents.
- Check governance. Follow the company's articles, quorum and signing rules.
- Adopt and record it. Keep the meeting or written-resolution record with the corporate books.
- Certify as required. Complete notarisation, authentication or translation only after the wording is final.
- Cross-check the packet. Match every name, mark, class and signature before filing.
What might the operative decision cover?
The board might approve filing identified word and logo applications, authorise a named officer to sign the applications and power of attorney, and permit that officer to provide routine documents. This describes the decisions to discuss; it is not model legal wording.
Withdrawal, settlement, assignment, licensing and abandonment deserve separate thought because they can materially affect rights. Do not include them automatically in a copied clause.
Is there a safe sample resolution?
A universal sample would hide the questions that matter: who can bind the company, what the board approved, and how broad the authority should be. The same clause is not suitable for every domestic company, multinational group or nonprofit body.
Use the checklist as instructions for the drafter, not as a document to sign. Ask an advocate to convert the company's decisions into valid wording.
What else belongs in the filing packet?
| Item | Purpose | Check |
|---|---|---|
| Schedule 1(c) application. | Requests registration. | Applicant, address and class. |
| Four mark specimens. | Shows the sign filed under Sec. 17. | Same artwork throughout. |
| Business permit or certificate. | Supports the stated activity. | Current entity and scope. |
| Board resolution. | Shows corporate approval. | Decision and signatory. |
| Power of attorney. | Appoints a representative. | Powers and signatures. |
| Foreign or priority record. | Supports the claimed route. | Certification and translation. |
Requirements can change and differ by applicant. Review the current Department checklist and the IP Sewa guides before finalising the packet.
Where does the resolution fit in the process?
Prepare it after the owner, mark and class are settled but before the authorised person signs the application or authority. Search published marks through IP Sewa search and use the conflict checker as early screening aids. After filing, the Department examines the mark and may raise formal or substantive issues.
An accepted mark may be published in the Industrial Property Bulletin. Read the notice governing the application for the opposition window, then wait for registration and the registration certificate rather than presenting a pending mark as registered.
What does a practical example look like?
Everest Grid Pvt. Ltd. plans separate applications for its word mark and logo in one class. This is an illustration, not a real case. The board identifies both marks, the class and the managing director who may sign the papers.
The managing director then signs a power of attorney limited to those applications. Before filing, the representative discovers that the logo artwork has changed, so the company updates the record instead of attaching mismatched artwork.
What happens when details do not match?
A mismatch can create a request for clarification and may cast doubt on the signatory's authority. Common examples are abbreviated company names, a former registered address, different logo versions or a person not named in the resolution.
Check the application, specimens, resolution, corporate certificate and power of attorney side by side. The trademark registration service can coordinate the filing packet.
When should a fresh resolution be considered?
Review the authority when the applicant changes name, merges or transfers the mark; when a new signatory replaces the old one; or when the matter moves beyond the powers originally approved. An opposition, assignment, licence, withdrawal or settlement may justify a separate decision.
Renewal also occurs much later. A trademark has a renewable 7-year term under Section 18D, so confirm current authority rather than relying automatically on the filing resolution.
Common mistakes
- Calling the board resolution a statutory government form.
- Using a trading name instead of the applicant's legal name.
- Approving “all IP matters” without identifying the filing.
- Failing to distinguish the resolution from the power of attorney.
- Listing a class before the goods or services have been reviewed.
- Using a logo version different from the application specimen.
- Assuming one resolution covers every future matter.
- Not checking the company's quorum and signing rules.
- Starting authentication before the final text is settled.
- Letting a template grant transfer or settlement powers unintentionally.
In short
A board resolution is evidence of a company's own approval, not a substitute for the trademark application or power of attorney. It should identify the owner, mark, class, signatory and scope accurately, follow the company's governance rules, and match every document filed with the Department.
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For help checking the owner, mark, class and filing packet, use the trademark search service or contact IP Sewa. Have an advocate settle the legal wording.
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