Short answer
Every company in Nepal must have its accounts audited, approve them at its annual general meeting (or the alternative a private company's articles allow), and file an annual return with the OCR within six months of the fiscal year end — roughly by mid-January for a mid-July year end. Late returns attract fines from NPR 1,000 upwards depending on paid-up capital and delay.
| Fiscal year end | End of Ashadh (mid-July) |
|---|---|
| OCR annual return | Within 6 months of fiscal year end (about mid-January) |
| Auditor appointment | Notify the OCR within 15 days |
| Directors' report | Required if paid-up capital or turnover is NPR 1 crore or more |
| Late fine (paid-up ≤ NPR 25 lakh) | From NPR 1,000 for up to 3 months' delay |
| Company renewal fee | None — compliance is through the annual return |
The annual compliance calendar
| When | Obligation | Office |
|---|---|---|
| Every month | VAT return by the 25th; TDS deposit and e-TDS within 25 days of month end | IRD — see the VAT checklist and TDS guide |
| Every month | SSF contributions for employees | Social Security Fund |
| Poush, Chaitra, Ashadh | Estimated income tax instalments | IRD |
| By end of Ashadh | EXIM code renewal (importers/exporters); many local renewals | Customs / ward office |
| After year end | Close books, prepare financial statements, audit | Your accountant and auditor |
| Within 3 months of year end | Income tax return (extension can be requested) | IRD |
| Before the return deadline | AGM or written shareholder approval of accounts; appoint auditor | Company |
| Within 6 months of year end | Annual return with audited accounts | OCR |
| Within 15 days of appointment | Notify the auditor's appointment | OCR |
| When anything changes | Record changes in directors, shares, address or capital | OCR |
Annual general meeting: what it is and who must hold one
The annual general meeting (वार्षिक साधारण सभा) is the yearly meeting of shareholders. It approves the audited financial statements and directors' report, declares dividends, elects or confirms directors and appoints the auditor for the next year. Public companies must hold a formal AGM with notice to shareholders as the Act prescribes.
Private companies have more flexibility. Their articles of association or a unanimous shareholders' agreement can provide an alternative way of taking these decisions — for example, written resolutions signed by all shareholders. Whatever method is used, it must happen early enough for the audited accounts to be approved and filed with the OCR on time.
- Board meeting to approve the draft audited accounts and call the AGM.
- Notice to shareholders with the agenda, accounts and directors' report.
- AGM resolutions: approve accounts, appoint auditor and fix fees, elect directors, declare dividend.
- Minutes signed and kept in the company's minute book.
- Annual return filed with the OCR with the audited accounts and AGM decisions.
OCR annual return: what to file
- Audited balance sheet, profit and loss account and cash flow statement, approved by the board.
- Auditor's report.
- Directors' report, where paid-up capital or annual turnover is NPR 1 crore or more.
- Particulars of shareholders, directors and capital, updated for any changes.
- AGM minutes or the shareholder decision approving the accounts.
The return is filed online through the OCR's system — see our OCR login and CAMIS guide if you file it yourself.
OCR late fines for the annual return
| Paid-up capital | Up to 3 months late | Next 3 months | Next 6 months | Beyond that |
|---|---|---|---|---|
| Up to NPR 25 lakh | NPR 1,000 | NPR 1,500 | NPR 2,500 | NPR 5,000 per year |
| NPR 25 lakh – 1 crore | NPR 2,000 | NPR 3,000 | NPR 5,000 | NPR 10,000 per year |
| Above NPR 1 crore | NPR 5,000 | NPR 7,000 | NPR 10,000 | NPR 20,000 per year |
Not-distributing-profit companies are fined at the rate for capital up to NPR 1 crore. The OCR periodically announces waivers on accumulated fines — check current notices. Figures last verified 29 October 2026.
Fines accumulate year after year, and a company with unfiled returns will struggle with bank loans, tenders, share transfers and eventually closure. If you have a backlog, file the oldest years first and ask whether a current waiver notice applies.
Do companies need to renew their registration?
Not in the sense of paying a yearly renewal fee to the OCR. Searches for “company renewal” or “how to renew company registration” usually refer to the annual return — filing it is how a company stays in good standing. Other registrations do need renewing: the ward/local registration, the EXIM code, many sector licences and, for NGOs, the DAO registration.
Closing a company: liquidation and deregistration
A company that no longer operates should be closed formally rather than left dormant, because fines and tax obligations keep running. A solvent company can apply for voluntary closure or deregistration after clearing tax and other liabilities and filing outstanding returns; a liquidator may be appointed to realise assets and pay creditors. An insolvent company follows the Insolvency Act 2063.
We help directors bring filings up to date, obtain tax clearance and complete the OCR process. Our company law overview explains where these rules sit.
Key takeaways
- Audit, shareholder approval and the OCR annual return are yearly obligations for every company.
- File the annual return within six months of the fiscal year end — about mid-January.
- Late fines rise with paid-up capital and the length of the delay, and accumulate every year.
- There is no OCR renewal fee, but ward, EXIM and sector licences need renewing.
- Let our accounting team run the calendar, and our assurance team prepare you for audit.
Frequently asked questions
When must a company in Nepal file its annual return?
Within six months of the end of the fiscal year. With the fiscal year ending in mid-July, that is around mid-January.
Is an AGM compulsory for a private limited company?
Shareholder approval of the accounts is compulsory. A private company may take those decisions through the method its articles or a unanimous shareholder agreement provide, instead of a formal meeting.
What is the fine for a late OCR annual return?
It depends on paid-up capital and the delay — from NPR 1,000 for a small company up to three months late, rising to NPR 20,000 per year for larger companies over a year late.
Who prepares the annual return?
The directors are responsible; the accountant prepares the accounts, the auditor audits them and a company secretary or adviser files the return.
Does an inactive company still need to file?
Yes. Until it is formally closed, a company must keep filing audited accounts and annual returns, even with no activity.
Can you file several years of overdue returns?
Yes. We prepare and audit the missing years in order, calculate the fines and file them, then set up a calendar so it does not happen again.
Sources and official references
- Office of Company Registrar — annual returns and notices
- Companies Act 2063 and Insolvency Act 2063 — Nepal Law Commission
- Inland Revenue Department
Government fees and rules change with each Finance Act and OCR/IRD notice. We re-check the figures on this page regularly; confirm the latest amount with the office concerned or ask our team before you pay.