The Board Resolution for Trademark Filing: What to Include

A board resolution for trademark filing in Nepal is a formal written decision by a company's board of directors that authorises a specific person to file a trademark application with the Department of Industry (DoI). Without it, a company's application will not be accepted.

Key Takeaways

• A board resolution is a mandatory document for any company — Nepali or foreign — filing a trademark with the Department of Industry.
• It proves the person signing the application form and Power of Attorney actually has the company's authority to act.
• The resolution must be on company letterhead, dated, signed by directors, and usually notarised.
• Without one, the DoI will reject the filing outright — it's a document you cannot skip.
• It's required only for corporate applicants; sole proprietors and individuals don't need one.
• Our team at IP Sewa can review your draft resolution before filing — reach out here.
• You'll need one board resolution per trademark class you file, though a single resolution can cover multiple marks if worded correctly.

What exactly is a board resolution for trademark purposes?

A board resolution is an internal corporate document — a written record of a decision taken by the board of directors — that specifically authorises the filing of a trademark application. Under the Patent, Design and Trademark Act 1965, the Department of Industry requires this document as proof that the person signing the application forms actually represents the company. It's not a government form you download; it's a document your company drafts and signs internally. The resolution names the trademark, the authorised signatory, and the scope of authority granted.

Why does the Department of Industry require a board resolution?

The DoI needs a board resolution to confirm the application is genuinely filed on behalf of the company — not by a rogue employee or an unauthorised third party. Because Nepal is a first-to-file jurisdiction, rights go to whoever files a valid application first, not to the first user of the mark. The resolution is a safeguard: it ties the filing back to a formal corporate decision. It also supports the notarised Power of Attorney, which is another mandatory document. Together, they tell the DoI examiner: this person has the company's backing.

Who needs to provide a board resolution?

Any company — private limited, public limited, or a foreign entity — that applies for a trademark in Nepal must submit a board resolution. This applies equally to Nepali companies and to overseas corporations filing through a local agent. If you're a sole proprietor, a partnership, or an individual, you don't need one. The distinction is simple: if the applicant name on the form ends in "Pvt. Ltd." or "Ltd." or an equivalent corporate suffix, the DoI expects to see a board resolution in the document bundle. Foreign applicants must also provide a notarised copy of their home registration certificate.

What must a board resolution for a Nepal trademark include?

There's no statutory form prescribed in the Act, but in practice the DoI expects certain content. The resolution should state the company's full legal name and registration number, the date and place of the board meeting, and a clear recital that the board resolved to file a trademark application for a specific mark in a specific NICE class (or classes). It must name the individual being authorised — typically a director or company secretary — and explicitly authorise that person to sign the application form, the Power of Attorney, and any other documents the DoI requires. It should be signed by at least two directors or by the chairperson and company secretary, and it must bear the company seal if the company has one. Most practitioners also recommend notarisation, though the Act itself is silent on that point for domestic filings. A common mistake we see is a resolution that's too vague — just saying "authorised to handle IP matters" without naming the mark. Be specific.

How do you prepare a board resolution for a Nepal trademark filing?

1. Draft the resolution. Write it on company letterhead. State the trademark, the NICE class, and the name of the person being authorised. Keep it to one page if possible.
2. Convene a board meeting (or circulate a written resolution). Under Nepal's Companies Act, a board resolution can be passed at a physical meeting or by circulation, depending on your articles of association.
3. Have the resolution signed. Get signatures from the chairperson and at least one other director. Apply the company seal if available.
4. Notarise the resolution. While not explicitly required by the Act for domestic companies, notarisation is standard practice and the DoI expects it. Take the signed original to a notary public in Nepal (or the equivalent authority in your home country for foreign applicants).
5. Submit the original notarised resolution with your application. The DoI wants the original, not a photocopy. Keep a scanned copy for your records.
6. Use our fee calculator to understand the cost structure before you file, and search the trademark database to check for conflicts.

Is a board resolution needed for every trademark application?

Yes — for corporate applicants, every new trademark application needs its own board resolution. If you file for the same mark in three NICE classes, one resolution can cover all three as long as it explicitly lists them. But if you file a different mark six months later, you'll need a fresh resolution. Think of it as the board's specific instruction for each distinct filing event. The resolution is also required for renewal applications filed by a company and for assignment (transfer) of ownership recorded with the DoI. If you're unsure whether your existing resolution covers a new filing, our team can review it — just get in touch.

What happens if you don't submit a board resolution?

The Department of Industry will simply not process the application. During the initial examination, if the examiner sees a corporate applicant without a board resolution in the file, they'll issue an objection or deficiency notice. That starts a clock — you'll have a limited window to respond and supply the missing document. If you miss that window, the application lapses and you lose your filing date. Given Nepal's first-to-file system, that delay can be dangerous: someone else could file for the same or a similar mark in the meantime. It's far better to get the resolution right upfront than to fix it under time pressure.

Common mistakes with board resolutions — and how to avoid them

The most frequent error we see is a mismatch between the name on the resolution and the name on the application form. If the resolution authorises "Anil Shrestha" but the form is signed by "Anil Kumar Shrestha," the DoI may flag it. Another common issue: the resolution doesn't specify the trademark, or describes it vaguely — "our brand logo" rather than the exact wordmark or a clear description of the device mark. Foreign companies sometimes forget to notarise the resolution in their home jurisdiction, or they notarise it but skip the certified translation if it's not in English. And some companies try to use a single generic resolution for all IP matters indefinitely — that won't work. The DoI wants to see a resolution that ties directly to the specific trademark being filed.

A realistic Nepal example

Imagine "Himalayan Brews Pvt. Ltd.," a coffee chain based in Pokhara. The company has built strong recognition for its brand name and a distinctive mountain-sun logo. The board wants to register both the wordmark "Himalayan Brews" and the logo in Class 43 for café services. The directors meet, and the chairperson tables a resolution: the board resolves to file two trademark applications — one wordmark, one logo — both in Class 43, with the Department of Industry, and authorises the managing director, Sunita Gurung, to sign all forms, the Power of Attorney, and any follow-up documents. The resolution is signed by Sunita and one other director, notarised in Kathmandu, and submitted with the application bundle. Two separate applications are filed because Nepal requires one application per mark per class, but the single board resolution covers both. Six weeks later the DoI confirms acceptance and the marks proceed to examination. That's how it should work — clean, specific, and complete on day one.

Do foreign companies need anything different?

Foreign companies follow the same board resolution requirement, but with extra layers. The resolution must be notarised in the company's home country — not in Nepal — and if it's not in English, a certified English translation must accompany it. Foreign applicants must also submit a notarised copy of their home trademark registration certificate (or the pending application receipt, if claiming priority under the Paris Convention). And critically, foreign entities cannot file directly with the DoI; they must appoint a Nepal-based agent or representative. That agent's Power of Attorney must be signed by the person named in the board resolution, closing the chain of authority. Our team at IP Sewa regularly helps overseas companies navigate this — see how our filing service works.

Where does the board resolution fit in the larger trademark process?

The board resolution comes right at the start, before you even put pen to the DoI application form. Once it's signed and notarised, the authorised person uses it to sign the Power of Attorney and the application. The full document set — application form, four specimens of the mark, Power of Attorney, board resolution, and for foreign applicants the home registration certificate — goes to the DoI together. From there, the standard process unfolds: DoI examination, publication in the Industrial Property Bulletin, a 90-day opposition window, and if unopposed, registration and the certificate. The whole process typically takes about 12–14 months. For a step-by-step walkthrough, read how to register a trademark in Nepal.

How does the board resolution connect to other required documents?

Think of the board resolution as the foundation document. It authorises a person; that person then signs the Power of Attorney, which is the second mandatory document. The PoA, in turn, gives the authorised person (or the local agent) the legal standing to sign the application form itself. The DoI examiner checks all three — resolution → PoA → application — to make sure the chain of authority is unbroken. If any link is weak, the whole filing can be challenged. For a complete document checklist, see documents required for trademark registration in Nepal. You can also run a preliminary conflict check with our trademark conflict checker while you're preparing your documents.

In short, the board resolution isn't optional paperwork — it's the corporate act that makes everything else legally valid. Get it right, and your filing moves smoothly. Get it wrong, and you risk delays, objections, or losing your priority date in a first-to-file country. If you're a company director or founder preparing to protect your brand, start with a properly drafted, specific, notarised board resolution. If you'd like our team to review yours before you file, reach out here — or search the trademark database now to see if your mark is available.

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