Company Renewal and Annual Compliance in Nepal

Registering a company in Nepal is the beginning of an ongoing relationship with the Office of the Company Registrar, not the end of a transaction. Every registered company has annual obligations, and missing them carries penalties that compound. This guide covers what renewals and filings are required, when they fall due, what they cost, and what happens when they are missed.

What annual compliance actually involves

A registered company in Nepal generally has four recurring obligations:

• Annual return filing with the Office of the Company Registrar, confirming the company's status, directors, shareholders and registered particulars.
• Audited financial statements, prepared and filed in accordance with the Companies Act.
• Tax filings with the Inland Revenue Office, including corporate income tax returns and, where applicable, VAT returns.
• Industry registration renewal with the Department of Industry, where the company holds an industry registration.

These are separate obligations with separate authorities. A company that is current with one but not the others is not compliant.

The annual return at OCR

The annual return is the filing that most directly affects a company's standing with the Registrar. It confirms that the company continues to exist, that its directors and shareholders are as recorded, and that its registered particulars remain accurate. It is filed through the CAMIS portal.

The filing window runs from the end of the company's fiscal year. Companies that miss the window face late fees that increase the longer the filing is outstanding. In serious cases, persistent non-filing can lead to the company being struck from the register, which is a far more serious problem to unwind than a late fee.

Audit and financial statements

Companies above certain thresholds are required to have their financial statements audited by a registered auditor. The audited statements form the basis of the tax filings and, where required, the annual return. Preparing them takes time, particularly where the company's records have not been maintained through the year.

The practical discipline here is bookkeeping rather than the audit itself. Companies that keep current records find the audit routine. Companies that defer record-keeping to year end find it expensive and stressful, and the audit frequently surfaces issues that would have been cheaper to address earlier.

Tax obligations

Corporate income tax returns are due within the statutory window after the fiscal year end. VAT-registered companies file periodic VAT returns. Withholding tax obligations arise through the year as payments are made to suppliers, employees and service providers.

Foreign-invested companies carry the additional obligation of maintaining the NRB recording of their investment, and of ensuring that any cross-border payments, whether dividends, royalties or service fees, have the approvals they need before the transfer is made.

Industry registration renewal

Companies holding an industry registration with the Department of Industry renew that registration periodically. This is separate from the OCR annual return and from the tax filings. It is commonly overlooked because it sits with a different authority on a different cycle, and because the company may not interact with the Department of Industry between renewals.

A worked example

A private limited company with foreign investment closes its fiscal year in mid-July. Within the following months it completes its audit, files the corporate income tax return, and files the annual return at OCR through CAMIS. Where the company is VAT-registered, VAT returns are filed on their own cycle through the year. Industry registration renewal falls due on its own schedule and is diarised separately.

The company's finance lead maintains a compliance calendar covering all four obligations. Each has a named owner and a date. Nothing depends on someone remembering.

Companies that operate without such a calendar tend to meet their obligations late, pay penalties they did not need to pay, and discover gaps when they apply for something else, such as a bank facility or a visa renewal, and the counterparty asks for compliance evidence.

Penalties for late filing

Late filing at the Office of the Company Registrar attracts fees that increase with the length of the delay. Late tax filings attract penalties and interest under the Income Tax Act. Persistent non-compliance can affect the company's ability to transact, obtain approvals, or renew permissions that depend on good standing.

The penalties are usually smaller than the disruption. A company that has fallen behind and needs to regularise several years of filings often finds the process more costly in professional fees and management time than the penalties themselves.

What this means for running a Nepali company

Annual compliance in Nepal is well defined and predictable. The obligations do not change year to year, the authorities are established, and the filings are routine when handled properly. The companies that get into difficulty are almost always the ones that treat compliance as something to deal with when it becomes urgent rather than as a standing part of running the business.

If your company's filings are behind, or if you want a compliance calendar set up so nothing falls through, our team handles annual returns, coordination with auditors, tax filing liaison and industry registration renewals as a standing engagement. Talk to us on WhatsApp at +977 9802356987, call +977 9802356987, or send a note through our contact page and we will come back to you within one working day.

Frequently asked questions

When is the annual return due in Nepal?

The annual return is filed with the Office of the Company Registrar after the company's fiscal year end, within the window set by the Companies Act. Late filing attracts increasing fees.

Does every company need an audit?

Companies above the applicable thresholds must have financial statements audited by a registered auditor. Smaller companies may have simpler obligations, but tax filing requirements still apply.

How often must industry registration be renewed?

Industry registration with the Department of Industry is renewed periodically on its own cycle, separate from the OCR annual return.

What happens if I miss the annual return deadline?

Late fees apply and increase with the length of the delay. Persistent non-filing can lead to the company being struck from the register.

Can I file the annual return myself or do I need a lawyer?

The filing is made through CAMIS and can be prepared in-house where records are current. Many companies use a professional to ensure accuracy and to coordinate it with the audit and tax filings.

Are VAT returns separate from the annual compliance cycle?

Yes. VAT-registered companies file periodic VAT returns on their own schedule throughout the year, independent of the annual return and corporate income tax filing.

Does a company with no activity still need to file?

Yes. A dormant company still has filing obligations. Non-filing attracts the same penalties regardless of whether the company traded during the period.

Can late filings be regularised?

Yes. Outstanding filings can be made retrospectively, with penalties and interest applied. The earlier this is addressed, the lower the cost.