OCR Annual Compliance: What Every Nepali Company Must File
What the Companies Act requires every year
Registering a company with the Office of Company Registrar (OCR) creates a standing set of annual obligations under the Companies Act 2063. They apply to every company — including dormant ones with no transactions. The core cycle is: close the books at fiscal year end (mid-July), get them audited, approve them, and file them with OCR along with the annual return.
OCR's records are increasingly digital (the CAMIS online system), which means non-compliance is also increasingly visible — banks, tenders, and counterparties can and do check a company's filing status.
The annual filing checklist
- Appoint (or reappoint) the company's auditor for the year
- Prepare annual financial statements and have them audited by a licensed auditor
- Hold the AGM (public companies) or obtain shareholder approval as applicable, and record minutes
- File the audited financial statements and annual return with OCR within 6 months of fiscal year end
- Update OCR on any changes during the year — directors, shareholding, registered address, capital
- Maintain statutory registers: share register (lagat), minutes, and records of resolutions
- File the income tax return with the IRD within 3 months of year end (extendable on application)
Deadlines and what missing them costs
| Obligation | Deadline | If missed |
|---|---|---|
| Audited financials + annual return to OCR | Within 6 months of fiscal year end | Escalating late fees per year of delay; company flagged non-compliant |
| Changes in directors/shareholding/address | Within the prescribed period of the change (typically 30 days) | Fines, and the change is unenforceable against OCR records until filed |
| Income tax return to IRD | Within 3 months of year end (+3 months extension on application) | Late fees and interest; tax clearance withheld |
| Prolonged non-filing | — | Blacklisting, directors restricted from other companies, eventual strike-off risk |
Bringing a lapsed company current
The uncomfortable truth: fines stop growing only when filings happen. Companies sometimes sit unfiled for years hoping the problem ages away — it compounds instead. The cheapest day to fix a lapsed company is today.
- 01Establish the gap — which fiscal years are unfiled at OCR and the IRD, and what fines have accrued.
- 02Reconstruct the accounts for the missing years from bank statements, invoices, and any records available.
- 03Complete the pending audits — each year needs its own audited statements.
- 04Back-file with OCR and the IRD, paying the accumulated fees, oldest year first.
- 05Decide the future — keep the company current on a compliance calendar, or wind it up properly so obligations end.
Get the whole cycle handled
Rolacon runs this calendar for companies across Nepal: audit, OCR filings, tax returns, and every update in between, on one fixed annual arrangement. If you're not sure whether your company is current, send us the registration number — we'll check and tell you exactly where it stands.
Frequently asked questions
Does a dormant company with no transactions still need to file?
Yes. A registered company owes annual filings regardless of activity — a nil-activity year still needs financial statements, an audit, and the OCR annual return. If the company has no future, formal deregistration is the way to stop the obligations.
What is the OCR annual return?
The yearly submission of the company's audited financial statements together with prescribed details — shareholders, directors, capital, and registered office — filed through OCR within six months of the fiscal year end under the Companies Act 2063.
How much are OCR late fines?
Fines are prescribed by regulation and escalate with both the delay and the company's capital — a company several years behind can owe tens of thousands of rupees across the missed years. We compute the exact exposure from OCR's records before you pay anything.
Can OCR strike off my company for non-filing?
Persistent non-compliance can lead to blacklisting and ultimately removal from the register, with directors facing restrictions in the meantime — including on registering or holding office in other companies. Back-filing restores good standing in almost all cases.
Do you handle the whole annual cycle, including the audit?
Yes — bookkeeping through the year, the statutory audit, the OCR filing, and the tax return are all services we provide, on one calendar we track for you. See our compliance and audit services for details.
Behind on OCR filings? We'll bring your company current.