Annual Return Filing in Nepal

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Annual compliance is mandatory for every registered company in Nepal. If it is ignored, penalties are imposed automatically. Therefore, understanding the Annual Return Filing in Nepal: OCR Renewal Process is essential for directors, shareholders, and company secretaries.

The Office of Company Registrar (OCR) regulates annual filing under the Companies Act 2063 (2006). Every company must submit annual returns after the Annual General Meeting (AGM). Failure may lead to fines, blacklisting, and even company strike-off.

This guide explains the legal provisions, documents required, step-by-step filing process, penalties, and practical compliance strategies.

What Is Annual Return Filing in Nepal?

Annual return filing is a mandatory submission made to the Office of Company Registrar (OCR). It provides updated information about:

• Shareholders

• Directors

• Registered office

• Share capital

• Financial status

Under Section 80 and Section 81 of the Companies Act 2063, companies must file annual returns within 30 days of holding the AGM.

Legal Framework Governing OCR Renewal Process

Annual compliance is governed by the following laws:

OCR operates under the Ministry of Industry, Commerce and Supplies.

Which Companies Must File Annual Returns?

All registered companies must comply, including:

• Private Limited Companies

• Public Limited Companies

• Non-Profit Companies

• Foreign Companies registered in Nepal

Dormant companies are also required to file annual returns.

What Is Included in OCR Annual Return?

The annual return typically includes:

• Audited financial statements

• Director report

• Auditor report

• Shareholder details

• Minutes of AGM

• Updated capital structure

Failure to include complete information may result in rejection.

Step-by-Step OCR Renewal Process

Step 1: Conduct Annual General Meeting (AGM)

AGM must be held within 6 months from the end of the fiscal year (end of Ashad).

Step 2: Approve Financial Statements

Audited financial statements must be approved by shareholders.

Step 3: Prepare Annual Return Forms

Prescribed OCR forms must be completed accurately.

Step 4: Submit Documents to OCR

Documents may be filed physically or through the OCR online portal.

Step 5: Pay Government Filing Fees

Applicable renewal fees must be paid.

Step 6: Obtain Filing Confirmation

OCR issues acknowledgment after verification.

Government Fees for Annual Return Filing

Filing fees depend on authorized capital.

Late filing attracts additional penalties.

Penalties for Late Filing

Failure to file annual return within 30 days may result in:

• Daily penalty accumulation

• Director disqualification risk

• Blacklisting of company

• Suspension of company services

In serious cases, OCR may initiate strike-off proceedings under Section 136 of the Companies Act 2063.

What Is the Deadline for Annual Return Filing?

Timeline summary:

• Fiscal year ends: Ashad end

• AGM deadline: Within 6 months

• Annual return filing: Within 30 days after AGM

Public companies have stricter reporting standards.

Common Mistakes During OCR Renewal

Many companies face rejection due to:

• Incorrect shareholding updates

• Mismatch between financial statements and tax returns

• Missing AGM minutes

• Incomplete director details

Cross-verification with Inland Revenue Office records is recommended.

Relationship Between OCR Filing and Tax Filing

OCR filing is separate from tax filing.

Companies must also:

• File corporate income tax return

• Pay applicable tax

• Renew PAN/VAT if required

Non-compliance with tax laws may affect OCR compliance status.

What Happens If Company Does Not File for Several Years?

If annual returns are not filed:

• Penalties accumulate yearly

• Company status becomes non-compliant

• Directors may be restricted from registering new companies

• Revival process becomes costly

Restoration requires penalty settlement and formal application.

How to Revive a Non-Compliant Company?

Revival requires:

• Filing all pending annual returns

• Paying accumulated penalties

• Submitting application for regularization

• Obtaining OCR approval

Professional legal assistance is often required.

Frequently Asked Questions

What is the penalty for late annual return filing?

Daily penalties apply under the Companies Act 2063, depending on delay duration.

Where is OCR located in Kathmandu?

Office of Company Registrar is located in Tripureshwor, Kathmandu.

Is annual return filing mandatory for inactive companies?

Yes. Dormant companies must also comply.

Can annual return be filed online?

Yes. OCR provides an online filing system for certain services.

Practical Compliance Tips

To avoid penalties:

• Maintain updated statutory registers

• Schedule AGM in advance

• Reconcile tax and OCR records

• Monitor compliance calendar

Corporate governance improves credibility with banks and investors.

Conclusion

Annual return filing in Nepal is not optional. It is a legal obligation under the Companies Act 2063. Timely OCR renewal protects directors from penalties and ensures smooth corporate operations.

Failure to comply may result in financial loss and legal exposure. Therefore, structured annual compliance planning is strongly recommended.

If your company requires assistance with OCR renewal, compliance review, or revival services, professional advisory support should be obtained to ensure full legal compliance.