Corporate Compliance

Corporate compliance means adherence to the regulatory mechanisms established by government rules and regulations for specific sectors and industries. Different legislation of Nepal requires corporate entities to fulfill certain compliance obligations before regulatory authorities to maintain transparency and legal standing. Non-fulfillment of these obligations creates liabilities and can bring serious legal consequences to any organization.

At Court Marriage in Nepal Pvt. Ltd., we provide comprehensive corporate compliance services in Nepal. Our experienced legal team helps businesses maintain regulatory compliance, submit required documents to authorities, and avoid legal penalties arising from non-compliance.

Governing Laws and Authorities

Key Governing Laws

1. Companies Act 2063 (2006)

2. Income Tax Act 2058 (2002)

3. Value Added Tax Act 2052 (1996)

4. Labor Act 2074 (2017)

5. Industrial Enterprises Act 2076 (2020)

6. Foreign Investment and Technology Transfer Act 2075 (2019)

7. Sector-specific laws and regulations

Regulatory Authorities

1. Office of Company Registrar (OCR)

2. Department of Industry (DOI)

3. Inland Revenue Department (IRD)

4. Nepal Rastra Bank (for financial institutions)

5. Securities Board of Nepal (for public companies)

6. Local Government authorities

7. Sector-specific regulatory bodies

General Compliance Requirements

Companies registered in Nepal must fulfill various compliance obligations to maintain their legal status. The Companies Act 2063 has established relevant provisions for compliance after company incorporation.

Tax Compliance

Income Tax Filing: Annual income tax return filing with Inland Revenue Department

VAT Compliance: Monthly VAT return filing (if VAT registered)

TDS Compliance: Tax Deducted at Source filing and deposit

Tax Clearance: Obtaining annual tax clearance certificate

Company Registrar Compliance

Annual Return: Filing annual return with Office of Company Registrar

Financial Statements: Submission of audited financial statements

Shareholding Changes: Reporting changes in shareholding pattern

Director Changes: Notification of changes in board of directors

Registered Office: Notification of registered office address changes

Corporate Governance Compliance

Board Meetings: Conducting board meetings within 30 days of incorporation and regularly thereafter

Annual General Meeting: Holding AGM within 6 months of fiscal year end

Minutes Maintenance: Proper documentation of meeting minutes and resolutions

Statutory Registers: Maintaining register of members, directors, and charges

Employment Compliance

Labor Law Compliance: Adherence to Labor Act 2074 provisions

Employment Contracts: Proper employment contracts for all employees

Social Security Fund: Registration and contribution to SSF

Minimum Wage: Compliance with minimum wage requirements

Working Hours: Adherence to working hours and overtime regulations

Industry-Specific Compliance

Beyond general compliance, businesses must adopt regulatory requirements based on their specific industry and sector.

Banking & Finance: Nepal Rastra Bank regulations, capital adequacy, reporting requirements

Insurance: Insurance Board regulations, solvency requirements

Securities: SEBON regulations, disclosure requirements for listed companies

Manufacturing: Environmental compliance, industrial licensing, safety standards

Import/Export: Customs compliance, trade licensing, foreign exchange regulations

Tourism & Hospitality: Nepal Tourism Board regulations, licensing requirements

Healthcare: Health ministry regulations, licensing, medical standards

IT & Telecommunications: NTA regulations, data protection compliance

Our Corporate Compliance Services

Compliance Audit & Assessment

We conduct comprehensive compliance audits to identify gaps in your company's regulatory compliance. Our assessment covers tax compliance, corporate governance, employment law, and industry-specific regulations.

Preparation of Compliance Catalogue

We prepare customized compliance checklists tailored to your industry, applicable laws, and regulatory requirements. We update these catalogues when relevant laws and regulations change.

Drafting Compliance Documents

We draft all required compliance documents including company manuals, policies, procedures, employment contracts, and HR policies ensuring compliance with Nepalese laws.

Filing & Submission

We handle registration and submission of compliance documents to government authorities including OCR, DOI, IRD, Nepal Rastra Bank, SEBON, and local government bodies.

Tax Compliance Management

We ensure regular submission of tax requirements including income tax returns, VAT returns, TDS deposits, and obtaining tax clearance certificates.

Compliance Status Review

We evaluate compliance status during mergers, acquisitions, or partnerships through due diligence and provide compliance status reports.

Legal Advisory

We provide specialized legal advice on compliance matters and represent companies in interactions with regulatory authorities.

Remedial Plans

For companies with compliance gaps, we develop and implement remedial plans to bring the company into full compliance.

Key Compliance Deadlines

Board Meeting: Within 30 days of incorporation

Annual General Meeting: Within 6 months of fiscal year end

Annual Return to OCR: Within 6 months of fiscal year end

Audited Financials: Within 6 months of fiscal year end

Income Tax Return: Within 3 months of fiscal year end (Ashwin end)

VAT Return: Monthly (by 25th of following month)

Consequences of Non-Compliance

Financial Penalties: Fines and penalties for late filing or non-compliance

License Suspension: Business licenses may be suspended or revoked

Legal Liability: Directors and officers may face personal liability

Prosecution: Criminal prosecution for serious violations

Reputation Damage: Loss of credibility with stakeholders and authorities

Business Disruption: Operations may