Company registration, renewal and compliance in Nepal

कम्पनी दर्ता, नवीकरण तथा अद्यावधिक

Registering a company is a one-time job. Keeping it legal is an every-year job. I help with both.

Fine waiver until Poush end 2083 (14 January 2027)Under the Finance Act 2083, OCR waives all past fines, fees and interest if the company files its FY 2082/83 returns by Poush end 2083. If income tax returns for every year up to FY 2082/83 are also filed by then, the company pays only the base tax plus 1%. After Poush end, the full fines apply again.

Registering a company

  1. Create a user account on the OCR online system with a mobile number and email.
  2. Apply for the company name, for example "ABC Pvt. Ltd.". OCR approves it if it's available.
  3. Prepare the MOA and AOA, the company's constitution, and upload them.
  4. OCR reviews and approves the documents.
  5. Registration certificate issued. The company now exists, and its yearly duties begin, whether it trades or not.

What every private company must do every year

WhenWhat happensProof
Shrawan 1 to Asar endThe company does business and keeps records–
Shrawan to Poush endAccounts prepared and auditedSigned audit report
By Poush endD3 income tax return filed with IRD, tax paidTax clearance certificate
After the auditShare details, audit report and auditor appointment filed at OCROCR update (adhyavadhik) letter

Think of it like a vehicle: buying it is registration, and the yearly bluebook renewal is the audit, tax return and OCR update. Skip the renewal and fines grow even if the vehicle stays parked.

What OCR fines for late filing

OCR fines each late filing for each year separately, under section 81 of the Companies Act. The fine depends on paid-up capital and how late the filing is.

Time late (after the extra month)Paid-up up to Rs. 25 lakhUp to Rs. 1 croreAbove Rs. 1 crore
First 3 monthsRs. 1,000Rs. 2,000Rs. 5,000
Next 3 monthsRs. 1,500Rs. 3,000Rs. 7,000
Next 6 monthsRs. 2,500Rs. 5,000Rs. 10,000
Every year after thatRs. 5,000 / yearRs. 10,000 / yearRs. 20,000 / year

Late auditor appointment information is charged separately at Rs. 200 a month, up to Rs. 1,000 per fiscal year. Over several years, the total across all filings can run into lakhs of rupees.

How I help

  • New company registration, including name approval, MOA and AOA
  • Yearly OCR filings: share details (s.51), audit report (s.80(2)) and auditor appointment (s.111)
  • Preparing the financial statements, board and AGM minutes and filing letters
  • D3 income tax returns and tax clearance
  • Bringing dormant companies fully up to date, using the waiver while it lasts
  • Recovering a lost OCR (CAMIS) login
  • Guidance on closing a company properly

Frequently asked questions

My company has stopped doing business. Do I still need to file?

Yes. A registered company has to complete its audit, D3 return and OCR update every year until it is formally closed. Fines keep growing for every missed year.

What happens if I wait until after Poush end 2083?

The waiver ends and the full OCR fines, tax fees and interest apply again, often adding up to lakhs of rupees for companies that are several years behind.

Do I still have to pay tax under the waiver?

Not at OCR: no tax is charged there, and its fines are waived in full. For income tax, VAT and excise, the base tax that was due must still be paid, plus 1% of it. The fees and interest on top are what get waived.

I don't have my OCR login. What now?

It can be recovered. An e-service access application is filed online, the board names an authorised person, and the director verifies their identity in person (सनाखत) at OCR or the ward office.

How long does it take to bring a company up to date?

Usually about a week per year once the documents and signatures are in, though recovering a lost OCR login adds time.

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