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Every registered company in Nepal, whether private limited, public limited, or non-profit organization, must file an annual return with the Office of Company Registrar (OCR) every fiscal year. Annual return filing is a mandatory compliance requirement under the Companies Act 2063 (2006) that keeps the company legally active, transparent, and compliant. Failure to file returns on time results in penalties, fines, or even company deregistration. This guide explains the annual return filing process, required documents, deadlines, penalties, and step-by-step online filing procedure in Nepal.
What is Annual Return Filing
Annual return filing (बार्षिक अध्यावधिक) is the mandatory yearly submission of company details to the Office of Company Registrar (OCR). It confirms that the company is active, transparent, and operating legally. The return includes:
- Company details and registered address
- Shareholder information and inventory
- Directors' information
- Financial status and audited accounts
- Capital structure (authorized, issued, paid-up)
- Auditor appointment details
- Compliance updates
This filing must be done every fiscal year, regardless of whether the company conducted any business transactions or generated profit during that period.
Legal Framework
| Section | Provision | Key Requirements |
|---|---|---|
| Section 51 | Inventory of Shareholders | Prepare shareholder inventory 30 days before AGM, submit within 30 days after AGM |
| Section 78 | Pre-AGM Report | Submit detailed report to OCR 21 days before AGM |
| Section 80 | Post-AGM Return | File return with financial statements within 30 days after AGM (public) or 6 months of FY end (private) |
| Section 81 | Penalties | Fines for non-compliance based on capital and delay period |
| Section 109 | Financial Statements | Prepare balance sheet, profit/loss account, cash flow statement |
Who Must File Annual Return
Every company registered with the Office of Company Registrar (OCR) must file annual returns:
- Private Limited Companies
- Public Limited Companies
- Non-Profit Organizations
- Foreign Branch Offices (separate requirements under Section 156)
- Liaison Offices
Important: Even if there is no business transaction for any fiscal year, the company must still file annual return. There is no exemption for inactive companies.
Why Annual Return Filing is Mandatory
Filing annual returns ensures:
- Legal continuity and active status of the company
- Updated records at OCR
- Transparency for investors, shareholders, and government
- Protection from penalties and legal action
- Eligibility for banking facilities, tender participation, and foreign investment
- Compliance with Companies Act 2063
Companies that fail to file may face blacklisting, forced closure, or director liability.
Purpose of Annual Return Filing
Annual return filing ensures compliance with the following obligations:
- Annual Audit: Independent audit of financial records
- Annual General Meeting: Conduct of AGM with shareholders
- Auditor Appointment: Appointment of auditor for upcoming year
- Shareholder Inventory: Updated record of all shareholders
- Financial Reporting: Submission of audited financial statements
Deadlines for Annual Return Filing
| Company Type | AGM Deadline | Return Filing Deadline |
|---|---|---|
| Public Limited Company | Within 6 months of fiscal year end (by end of Poush) | Within 30 days after AGM |
| Private Limited Company | Within 6 months of fiscal year end (unless AOA specifies otherwise) | Within 6 months of fiscal year end |
| Non-Profit Organization | Within 6 months of fiscal year end | Within 30 days after AGM |
| First Year (New Company) | Within 1 year of registration | Within 1 year of registration |
Example: If a company's fiscal year ends on Ashad 31 (mid-July), it must hold its AGM by Poush 31 (mid-January) and file annual return within 30 days after the AGM.
Required Documents
The following documents must be submitted for annual return filing:
| Document | Purpose |
|---|---|
| Application to OCR | Specifying documents submitted |
| Minute of Board of Directors Meeting | Resolution for conduct of AGM |
| Minute of Annual General Meeting (AGM) | Record of AGM proceedings and resolutions |
| Audited Financial Statements | Balance sheet, profit/loss account, cash flow statement |
| Auditor's Report | Independent audit opinion |
| Appointment of Auditor | Auditor appointment for upcoming fiscal year |
| Inventory of Shareholders (Section 51) | Details of shares, debentures, loans, shareholders |
| Directors' Report | Required for public companies and large private companies |
Section 51 Inventory Requirements
The shareholder inventory under Section 51 must include:
- Authorized, issued, and paid-up capital
- Calls on shares and paid installments
- Due payments from shareholders
- Forfeited shares with reasons
- Loans and liabilities
- Names and addresses of all directors
- Details of shareholders who ceased membership
Section 78 Pre-AGM Report Requirements
The pre-AGM report (submitted 21 days before AGM) must contain:
- Shares issued during the year
- Director and auditor details
- Large shareholders information
- Loans given or taken
- Expatriate staff salaries (if any)
- Inter-company agreements
- Unclaimed dividends
- Statement of legal compliance
Online Filing Procedure
OCR now allows online filing through its official portal. For detailed information about company registration in Nepal, please refer to our comprehensive guide.
Step 1: Login to OCR Portal
Visit the official OCR website at https://ocr.gov.np and login with your company username and password. If you don't have an account, register using company PAN and registration details.
Step 2: Select Annual Compliance
Under company services, select "Annual Return Filing" or "Post Registration Compliance" option.
Step 3: Fill Annual Details
Update the following information:
- Company address and contact details
- Directors and shareholding information
- Capital structure (authorized, issued, paid-up)
- Auditor information and appointment
- Share register updates
- Financial summary
Step 4: Upload Required Documents
Upload all required documents in the respective sections (PDF format). Ensure documents are current and properly certified.
Step 5: Submit Application
Submit the application once all documents have been uploaded. The system generates an Application Number for tracking.
Step 6: Pay Applicable Fees/Fines
Pay any applicable fees or fines online via ConnectIPS, eSewa, or bank deposit.
Step 7: OCR Verification
OCR Registrar Officer verifies submitted documents. If any document is invalid or needs revision, you will be notified. Once verified, OCR issues confirmation letter.
Penalties for Non-Compliance
Section 81 of the Companies Act authorizes OCR to impose fines on defaulting directors or officers. Fines escalate with time and company size.
Private Limited and Public Limited Companies
| Delay Period | Paid-up Capital up to NPR 25 Lakhs | Paid-up Capital up to NPR 1 Crore | Paid-up Capital above NPR 1 Crore |
|---|---|---|---|
| Up to 3 months | NPR 1,000 | NPR 2,000 | NPR 5,000 |
| Up to 6 months | NPR 1,500 | NPR 3,000 | NPR 7,000 |
| Up to 1 year | NPR 2,500 | NPR 5,000 | NPR 10,000 |
| After 1 year (per year) | NPR 5,000 | NPR 10,000 | NPR 20,000 |
Non-Profit Organizations
| Delay Period | Applicable Fine |
|---|---|
| Up to 3 months | NPR 2,000 |
| Up to 6 months | NPR 3,000 |
| Up to 1 year | NPR 5,000 |
| After 1 year (per year) | NPR 10,000 |
Director Liability: Directors are personally liable for non-compliance of annual return filing. OCR may freeze the company, reject future filings, deny amendments, blacklist directors, or start dissolution proceedings.
Foreign Company Requirements
Foreign branch offices and liaison offices have additional requirements under Section 156:
Branch Office
- Prepare and audit annual accounts as if a Nepalese company
- Submit audited local accounts to OCR within 6 months of fiscal year end
- Submit parent company's audited financials within 3 months of completion
- Include details of Nepal assets, cash balances, loans to/from residents
Liaison Office
- Submit auditor-certified statement within 3 months after year-end
- Statement must include salaries, allowances, tax deductions, rent, and expenses
Common Mistakes to Avoid
- Not holding AGM on time
- Missing auditor appointment deadline
- Incorrect or outdated shareholder records
- Uploading incomplete or unsigned documents
- Filing without audited financial statements
- Mismatch between capital records and filings
- Not paying fines before filing delayed returns
Consequences of Non-Filing
Continuous non-compliance leads to serious consequences:
- Accumulating fines and penalties
- Company status changed to "Inactive"
- Rejection of future filings and amendments
- Blacklisting of directors
- Ineligibility for banking, tenders, and foreign investment
- Forced dissolution proceedings
- Cancellation of company registration (after 3 consecutive years of non-filing)
Need Legal Assistance?
Our legal team provides comprehensive annual return filing services including document preparation, AGM compliance, audit coordination, and OCR filing throughout Nepal. Contact us for professional consultation.
Frequently Asked Questions
Annual return filing is the mandatory yearly submission of company details to the Office of Company Registrar (OCR) under the Companies Act 2063. It includes shareholder information, directors' details, financial status, capital structure, auditor appointment, and compliance updates. The return confirms the company is active, transparent, and operating legally.
All companies registered with OCR must file annual returns:
- Private Limited Companies
- Public Limited Companies
- Non-Profit Organizations
- Foreign Branch Offices
- Liaison Offices
Even companies with no business transactions during the fiscal year must file annual returns.
| Company Type | AGM Deadline | Filing Deadline |
|---|---|---|
| Public Limited | Within 6 months of FY end | Within 30 days after AGM |
| Private Limited | Within 6 months of FY end | Within 6 months of FY end |
| Non-Profit | Within 6 months of FY end | Within 30 days after AGM |
| First Year | Within 1 year of registration | Within 1 year of registration |
Required documents:
- Application to OCR
- Board of Directors Meeting minute
- Annual General Meeting (AGM) minute
- Audited financial statements (balance sheet, profit/loss, cash flow)
- Auditor's report
- Auditor appointment letter
- Inventory of shareholders (Section 51)
- Directors' report (for public/large private companies)
Section 51 requires companies to prepare a shareholder inventory including:
- Authorized, issued, and paid-up capital
- Calls on shares and paid installments
- Due payments from shareholders
- Forfeited shares with reasons
- Loans and liabilities
- Directors' names and addresses
- Shareholders who ceased membership
Submit within 30 days after AGM.
| Delay Period | Up to NPR 25 Lakhs | Up to NPR 1 Crore | Above NPR 1 Crore |
|---|---|---|---|
| Up to 3 months | NPR 1,000 | NPR 2,000 | NPR 5,000 |
| Up to 6 months | NPR 1,500 | NPR 3,000 | NPR 7,000 |
| Up to 1 year | NPR 2,500 | NPR 5,000 | NPR 10,000 |
| After 1 year (per year) | NPR 5,000 | NPR 10,000 | NPR 20,000 |
Online filing procedure:
- Visit OCR portal (https://ocr.gov.np)
- Login with company credentials
- Select "Annual Compliance" or "Post Registration Compliance"
- Fill in annual details (address, directors, capital, auditor)
- Upload required documents (PDF format)
- Submit application (system generates Application Number)
- Pay applicable fees/fines online
- OCR verifies and issues confirmation
No. AGM is compulsory under the Companies Act. The annual return must include AGM minutes, auditor appointment, and resolutions passed at the AGM. Companies cannot file annual returns without conducting AGM.
Consequences of non-filing:
- Accumulating fines and penalties
- Company status changed to "Inactive"
- Rejection of future filings
- Blacklisting of directors
- Ineligibility for banking and tenders
- Forced dissolution proceedings
- Registration cancellation (after 3 consecutive years)
Section 78 requires companies to submit a detailed report to OCR 21 days before AGM containing:
- Shares issued during the year
- Director and auditor details
- Large shareholders information
- Loans given or taken
- Inter-company agreements
- Unclaimed dividends
- Statement of legal compliance
Foreign branch offices must:
- Prepare audited annual accounts as if a Nepalese company
- Submit local accounts to OCR within 6 months of fiscal year end
- Submit parent company's audited financials within 3 months of completion
- Include details of Nepal assets, cash balances, loans
Liaison offices submit auditor-certified statements within 3 months including salaries, allowances, and expenses.
Directors are primarily responsible for annual return filing. Under Section 81, defaulting directors are personally liable for late filings and may face penalties. The company secretary (if appointed) assists in compliance, but ultimate responsibility lies with the Board of Directors.
| Aspect | Section 78 (Pre-AGM) | Section 80 (Post-AGM) |
|---|---|---|
| Timing | 21 days before AGM | 30 days after AGM |
| Purpose | Advance disclosure | AGM outcome reporting |
| Content | Proposed meeting details | Meeting results, financial statements |
| Mandatory | Yes (especially public) | Yes (all companies) |
Generally, penalties cannot be waived. OCR will calculate applicable fines based on delay period and company capital. Companies must pay all outstanding fines before filing delayed returns. Early filing and maintaining compliance is the only way to avoid penalties.
Common mistakes to avoid:
- Not holding AGM on time
- Missing auditor appointment deadline
- Incorrect shareholder records
- Uploading incomplete/unsigned documents
- Filing without audited financial statements
- Mismatch between capital records and filings
- Not paying fines before filing delayed returns
Any mismatch or error delays OCR approval.
